C O N T E N T S · 2016. 9. 29. · Meeting of Piramal Glass Ceylon PLC and share with you the...

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Transcript of C O N T E N T S · 2016. 9. 29. · Meeting of Piramal Glass Ceylon PLC and share with you the...

Page 1: C O N T E N T S · 2016. 9. 29. · Meeting of Piramal Glass Ceylon PLC and share with you the achievements & progress we have made during the past year and the prospects for the
Page 2: C O N T E N T S · 2016. 9. 29. · Meeting of Piramal Glass Ceylon PLC and share with you the achievements & progress we have made during the past year and the prospects for the
Page 3: C O N T E N T S · 2016. 9. 29. · Meeting of Piramal Glass Ceylon PLC and share with you the achievements & progress we have made during the past year and the prospects for the

C O N T E N T S

Corporate Information 2

Chairman’s Statement 3-4

Report on the Affairs of the Company 5-8

The Board of Directors 9-10

Corporate Governance – Compliance Table 11

Corporate Governance – Attendance of Directors' Meetings 12

Corporate Governance – Remuneration & Audit Committee Report 13

Risk Management 14

Directors' Responsibilities for the Preparation of the Financial Statements 17

Auditors’ Report 18

Income Statement 19

Statement of Comprehensive Income 20

Statement of Financial Position 21

Statement of Changes in Equity 22

Statement of Cash Flows 23

Notes to the Financial Statements 24-60

Shareholders’ and Investor Information 61

Ten Year Financial Review 62

Glossary of Financial Terminology 63

Notice of Meeting 64

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AuditorsStatutory Messrs. Ernst & YoungChartered AccountantsP.O.Box 101, Colombo 10

InternalMessrs. S.J.M.S. AssociatesNo.04, Castle Lane, Colombo 04.

BankersBank of CeylonCiti Bank, N.ACommercial Bank of Ceylon PLCDevelopment Finance Corporation of Ceylon PLCHatton National Bank PLCPeople’s BankStandard Chartered BankSampath Bank PLC

Company SecretaryMrs. Sagarika Jayasundera (Attorney-at-Law)148, Maligawa Road, Borupana, RatmalanaTelephone: +94 117 800 200-4 Ext: 604

RegistrarsP.W. Corporate Secretarial (Pvt) LtdNo.3/17, Kynsey Road, Colombo 08Telephone: +94 114 897 711-44

Legal Advisors Messrs. F.J. & G. de Saram216, De Saram Place , Colombo 10Telephone: +94 114 718 200-4

CORPORATE Information

The Board of DirectorsVijay Shah – ChairmanDr. C.T.S.B PereraR.M.S. FernandoSanjay Tiwari – CEO / Executive DirectorSandeep Umesh Arora

Audit CommitteeVijay Shah – ChairmanDr. C.T.S.B PereraR.M.S Fernando

Remuneration CommitteeVijay Shah – ChairmanDr. C.T.S.B PereraR.M.S Fernando

Senior Management TeamSanjay Tiwari – CEO / Executive DirectorU.P. Hettige – Vice President (Operations)Niloni Boteju – Financial ControllerA.K.M Fowzin – Head of Human ResourcesPalitha Priyanandana – AGM (Supply Chain)B.L. Reddy – GM (Operations)Thushara Deshapriya – Sr. Manager (Domestic Mkt)Damitha Dasanayake – Sr. Manager (Export Mkt)Sanjeewa Mahendra - Head of Quality Assurance

Company Registration NumberPQ 190

Registered Office148, Maligawa Road, Borupana, RatmalanaTelephone: +94 112 635 481-83/+94 117 800 200 -4Fax:+94 112 635 484E-mail: [email protected]: www.piramalglassceylon.com

FactoryWagawatte Road, Poruwadanda, Horana.Telephone: +94 344 938 965-67/+94 347 800 200Fax:+94 342 258 120

Marawila Road, Nattandiya.Telephone: +94 327 800 200 -4Fax:+94 322 255 193

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CHAIRMAN’S Statement

Dear Shareholders,

Its with great pleasure that I welcome you all on behalf of the Board of Directors for the 58th Annual General Meeting of Piramal Glass Ceylon PLC and share with you the achievements & progress we have made during the past year and the prospects for the future.

The financial year ending 31st March 2013 has been one more successful year in the journey of our company. Revenue achieved for the year was LKR 5.5 Billion, with a growth of 6% as against LKR 5.2 Billion for the previous year. The Profit After Tax too grew by 6% from LKR 686 Mn in F 2012 to LKR 725 Mn in F 2013.

The main contributor towards the revenue growth were the Exports with a year on year growth of 12%. The company has achieved an Export value of LKR 1,370 million as against LKR 1,225 million in FY12. We have diversified our mix of export markets to now include Australia and New Zealand where we have launched several new products in different shapes and colours This conscious diversification of markets helped the Company reduce its dependence on the fiercely competitive Indian market.

The Domestic market was disappointing during the year under review. Whilst value growth of 4% was achieved, volumes fell by 10% in comparison to F 2012. The major decline was in the Liquor segment which is most important segment of our local sale. Part of our low end liquor market was lost to the cheap second-hand low quality

liquor bottles which were imported into the Country. Also there is a shift in the consumption pattern towards strong beers packed in aluminum cans. Yet amidst these setbacks the company continued to launch several New Products in the Domestic market which helped maintain the overall revenue. Also to counter the aluminum cans market, we launched the low weight glass bottles.

Production performance has been positive both in terms of tonnage and productivity. The excellent productivity helped the company in maintaining the margins in spite of cost escalations especially in energy sector during the year.

We are very concerned with the inflationary trends in this country particularly with regards to energy. This will hit at the very roots of our competitiveness in the global markets. The recently announced steep hike in electricity tariff would have adverse impact on the profitability margins. It is regretted that the authorities did not look positively to the option of phased increase proposed by the company and the local industry. This would have helped the burden to be absorbed by the company and the valued customers over a period of time.

Piramal Glass has recently disclosed to the SEC that it has agreed to sell part of the 21 acres of its Rathmalana Land at a consideration of LKR 355 million. The transaction would be completed before the end of the 1st Quarter of F 2014. The proceeds of this sale will be utilized to repay the high cost long term loans.

RECOGNITIONS & ACHEIVEMENTS

Piramal Glass continued to be recognized at several national forums for its performance with being awarded with National Business Excellence Award, Global Commerce Excellence award, a Merit award at the CNCI Achiever Awards - 2012 and the Gold Award at the Export award ceremony held by the National Chamber of Exporters. This is the 3rd Consecutive year that the company has achieved this Gold Award.

LOOKING AHEAD

In continuation of our policy of distr ibuting 50% distributable profits subsequent to significant financial achievement of our company, the Board of Directors has proposed a final dividend of 38% for the year ended 31st March 2013.

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CHAIRMAN’S Statement

The Company has maintained the momentum of increasing the revenue and profits every year since the relocation of the manufacturing set up to Horana.

The Company has been reeling under the full year impact of the unprecedented increase in the furnace oil prices to the tune of 80%. To compound this further the current year increase of electricity prices effective April,2013, will definitely make a major impact on the overall cost and profits of the company. The company continues to work towards optimization of consumption of energy. The Company, however, has no option but to pass on the cost increases to the Customers.

PGC would continue to strive towards making innovative designs and glass colour options which would help command a premium price in the international market.

We would take all effort to realize our vision “To be the preferred partner for packaging solutions by meeting the expectations of stake holders with continuous innovation for improvement supported by environmental friendly robust manufacturing and quality systems”.

APPRECIATION

This performance of our company, during the year, could not have been achieved without the untiring efforts, dedication and commitment of all our employees. I take this opportunity to express my gratitude to them. I also thank our valued customers for their unflinching patronage and support.

I also wish to convey my gratitude to the Board of Directors, for their valuable contribution and guidance during the past year. I also appreciate the management team for their valuable contribution during the financial year. I would fail in my duty if I do not thank our shareholders, for the confidence reposed in us.

I particularly like to thank Piramal Glass Corporate Team from India for the help and cooperation extended in managerial & operational aspects at all times to the operations here in Sri Lanka .

I take this opportunity to thank the various departments of the Government of Sri Lanka, Board of Investment, Banks, other institutions and clients that extended

assistance to Piramal Glass Ceylon.I thank you for your continued faith in us over the past yeaLKR We look forward to your support in the coming years too.

I would like to re-iterate that our Company’s path to excellence is rooted in our core values of knowledge, action and care which drive us towards creating long term value for all our stakeholders.

Vijay ShahChairman

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REPORT ON THE AFFAIRS of the Company

To the Shareholders

The Board of Directors have pleasure in presenting the 58th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2013.

REVIEW OF YEAR

The Chairman’s statement describes in brief of the Company’s affairs and the performance during the year and also mentions the events subsequent to the balance sheet date.

PRINCIPAL ACTIVITY

Principal activity of the Company is the manufacture and sale of Glass Containers. The Company owns Freehold Land at Ratmalana (21 acres-LKR 700M) and Nattandiya (54 acres-LKR 99M) and Leasehold Land at Horana (25 acres-LKR 22.3M) and Nattandiya ( 9 acres-LKR 1.2M).

CURRENCY

All figures appearing in the Financial Statements are in Sri Lankan Rupees and has been denoted as “LKR”.

FINANCIAL RESULTS 2013 2012 LKR 000’ LKR 000’

Revenue 5,500,908 5,197,424Cost of Sales (3,951,963) (3,659,913) Gross Profit 1,548,945 1,537,511Other Operating Income 9,817 8,786Selling and Distribution Expenses (75,968) (73,098)Administrative Expenses (456,670) (558,602) Operating Profit 1,026,124 914,597Finance Costs (257,332) (221,492)Finance Income 1,334 1,885 Profit Before Tax 770,126 694,990Income Tax Expense (45,750) (9,678) Profit for the Year 724,376 685,312

SALES HIGHLIGHTS

The total revenue achieved for the year was at LKR 5,501 million as against the LKR 5,197 of the previous year. The main contributor towards the revenue growth was the export market with a year on year growth of 12%. The export revenue continued to grow for the 4th consecutive year. The company has achieved an export value of LKR 1,370 million as against LKR 1,225 million in FY12. The domestic market was able to sustain a value growth of 4% mainly due to the new products launched during the year. Yet the volumes in the domestic were showed a decline of 10% as against FY 12.

PRODUCTION HIGHLIGHTS

The company’s productivity indicators remained well on track during the year under review. An improvement in the efficiencies and packed glass tonnage was indicators of same. The glass production increased from 70,968 tonnes in F12 to 71,827 tonnes in F13.These production milestones were possible due to the high concentration the management has put on the Initiative of the Manufacturing Excellence programme it has established in the plant. This has helped the manufacturing plant to ensure establishment of standard processes and systems which are in par international norms.

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TURNOVER

All figures in LKR Mn

All figures in LKR Mn

All figures in LKR Mn

F 09 F 10 F 11 F 12 F 13

2,936 3,518 4,163 5,120 5,420

PBT

F 09 F 10 F 11 F 12 F 13

(261) (61) 592 696 770

F 09 F 10 F 11 F 12 F 13

PACKED 52,348 61,859 68,910 70,968 71,827

All figures in Tonnes

EXPORT

F 09 F 10 F 11 F 12 F 13

424 1,166 1,004 1,225 1,370

6,000

5,000

4,000

3,000

2,000

LKR Mn

F09 F10 F11 F12 F13

TURNOVER

950

700

450

200

(50)

300

LKR Mn

F09 F10 F11 F12 F13

PBT

1,750

1,250

750

250

LKR Mn

F09 F10 F11 F12 F13

EXPORT TURNOVER

PACKED GLASS TONNAGE75,000

75,000

65,000

60,000

55,000

50,000

Tones

F09 F10 F11 F12 F13

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EMPLOYMENT

The Company employed a total of 418 persons as at 31st March 2013. (2012 was 413)

CAPITAL EXPENDITURE AND INVESTMENTS

During the year the Company acquired Property, Plant and Equipment to the aggregate value of LKR 227,547,800/- (Year Ended 31 March 2012 - LKR 140,197,603/-) for cash.

The capital commitments as at the balance sheet date are disclosed in Note 21.1 to the Financial Statements.

SHARE CAPITAL

The Stated capital as at the end of the year was LKR 1,526,407,485/-, consisting of 950,086,080 number of ordinary shares.

SHARE HOLDINGS

There were 14,027 registered shareholders as at 31st March 2013, and the distribution of shares is indicated in page 61.

THE POST BALANCE SHEET EVENTS

The Post Balance Sheet events are disclosed in Note 23 to the Financial Statements. No events have taken place since the Balance Sheet dated which would require any adjustments or disclosures other than the above.

THE BOARD OF DIRECTORS

Vijay Shah – ChairmanDr.C.T.S.B. PereraR.M.S. FernandoSanjay Tiwari – CEO / Executive DirectorSandeep Arora

APPOINTMENT OF NEW DIRECTORSNone

PERSONS WHO CEASED TO BE DIRECTORSNone

DIRECTORS’ INTEREST REGISTER

The Directors have made declarations as provided for in section 192 (2) of the Companies Act No. 7 of 2007. The related entries were made in the interet register during the year under review. The related party disclosures are referred to in Note 20 to the Financial Statements. The share ownership of directors is indicated below.

DIRECTORS’ SHAREHOLDINGS

The Directors’ and their spouse’s share holdings as at 31st March are : 2013 2012Dr.C.T.S.B.Perera 50,000 50,000

DIRECTORS’ EMOLUMENTSThe remunerations and other benefits made to the Directors during the year are disclosed in Note 20.2.

DONATIONS

The donations made by the company during the year are disclosed in Note 4.4.

REPORT ON THE AFFAIRS of the Company

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AUDITORS

The Financial Statements have been audited by Messrs. Ernst & Young, Chartered Accountants of Sri Lanka, who have indicated their willingness to continue in office and a resolution relating to their reappointment, will be proposed at the Annual General Meeting. Audit fees and expenses paid/ provided to Messrs. Ernst & Young for the FY 2013 is LKR 600,000 /- (2012 LKR 540,000/-) and fees and expenses for taxation services is LKR 221,188/- (2012 LKR 257,936/-). As far as the Directors are aware, the auditors do not have any other relationship with the Company or any of its affiliate company.

Sgd. Mr.Sanjay Tiwari Sgd. Dr. C.T.S.B.Perera Sgd.Ms.Sagarika Jayasundera

CEO / Executive Director Director Company Secretary

17 May 2013

REPORT ON THE AFFAIRS of the Company

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01 02 03 04 05

BOARD OF DIRECTORS

MR. VIJAY SHAHChairmanNon Executive, Independent Director

Appointed to the Board in the year 1999. Took over as Chairman of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company Ltd) since 2002. Joined Piramal Group in 1988. In September 1992 he took over as Managing Director of Piramal Glass Ltd. Since August 1999, Mr.Shah was assigned responsibility as Executive Director and Chief Operating Officer of Piramal Healthcare Limited (earlier Known as Nocholas Piramal India Limited). He was a senior Associate at Management Structure & Systems (Pvt) Ltd - a Management Consultancy organization from 1982 to 1987. Mr. Shah has been instrumental in several mergers & acquisitions and consequent integration globally in the Piramal Group. He is a Director in Piramal Glass UK Ltd, Piramal Glass – USA Inc, Allergen India Limited etc.

He has resigned from the post of Managing Director of Pirmal Glass Limited, India with effect from 31st December 2011 and will continue to be a member of the Board of Directors, as a Non-Executive Director. With effect from 1st January 2012, once again he has been appointed as Executive Director & Chief Operating Officer for Piramal Healthcare Limited (Presently known as Piramal Enterprises Limited ) with overall responsibility of Pharma Solutions and Pharma Critical Care Business.

He holds Bachelor’s Degree in Commerce, Rank holder and member of “The Institute of Chartered Accountants of India” (May 1981). He has also done a Management Education Program from IIM Ahmedabad in 1987 and the Advance Management Program (AMP) from the Harvard Business School Boston, USA in 1997.

01. Mr. Sandeep Arora 02. Mr. R. M. S. Fernando 03. Mr. Vijay Shah 04. Dr. C. T. S. B. Perera 05. Mr. Sanjay Tiwari

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MR. SANJAY TIWARICEO / Executive DirectorExecutive, Non Independent Director

Appointed to the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) in December 2005 as CEO and Executive Director. Joined Piramal Group in June 2004 as Vice President - Finance & Commercial, heading Accounts, Finance, IT, Logistics and Supply Chain of Piramal Glass Ltd till Nov 2005. Before joining the Piramal Group worked with Zydus Cadila Healthcare Ltd and Torrent Group as CFO and General Manager Commercial for 12 years. Diversified experience in various positions in different Industries – Textile, Colour Chemicals, Cables, Pharmaceuticals, Bulk Drugs and Glass.

He holds a Bachelors Degree in Commerce, Fellow member of “The Institute of Chartered Accountants of India”, completed AFM & GMP programs from IIM Ahmedabad, Executive Management Program from University of Michigan.

BOARD OF DIRECTORS

MR. R. M. S. FERNANDONon Executive, Independent Director

Appointed to the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) on 8th October 2007. Mr. Fernando has worked at the DFCC for 10 years and joined the National Development Bank in 1989 and was the CEO of the National Development bank from 1989-2001. He also served as the Secretary to the Ministry of Investment Promotions, Industrial Policy, and constitutional Affairs during 2002-2004. Mr. Fernando has been an international consultant and advisor to the World Bank and the Asian Development Bank.

He is a fellow of the Chartered Institute of Bankers, United Kingdom, Companion of the Chartered Institute of Management in UK and a fellow of the Chartered Institute of Management Accountants in UK. He holds an honours degree in Law from the University of the Colombo and is also an Attorney - at - Law.

MR. SANDEEP ARORANon Executive, Non Independent Director

Appointed to the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) on 07th October 2009. Mr. Sandeep holds a Bachelor Degree in Commerce and is a Member of “The Institute of Chartered Accountants of India”. He is the CFO of Piramal Glass Ltd heading the Finance and Accounts functions for the Piramal Glass group business. He was earlier with Piramal Healthcare Ltd. He has over 20 years of experience in multiple industries like Industrial yarn, Cosmetics, Food and Healthcare with Indian and Multinational Companies based in India.

DR. C. T. S. B. PERERANon Executive, Independent Director

Appointed to the Board of Piramal Glass Ceylon PLC (formerly known as Ceylon Glass Company) in 2003. Dr Perera has served as the Managing Director of Piramal Glass Ceylon PLC from July 1995 to March 2002. He served as first Chairman of SME Bank. Additional Director General Board of Investment, Sri Lanka. Presently serves as the Chairman of DRTV Products (Pvt) Ltd. and Director on Board of many reputed Companies.

He holds a PhD-CNAA - North Staffordshire UK, BSc(Hons) CNAA – North Staffodshire UK , BSc University of Ceylon and Fellow of the Institute of Metal, Materials & Mining (UK), Is, BSc University of Ceylon.

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CORPORATE GOVERNANCE Compliance Table (Colombo Stock Exchange Circular No. 02/2009 and New Listing Rules)

Rule No. Subject Applicable Requirement Compliance Status Details

7.10.1 Non-Executive Directors At least two non-executive directors or; at least Compliant Four out of Five Directors are one third of the total number of directors whichever Non-Executive Directors. is higher should be Non-Executive Directors.

7.10.2 (a) Independent Directors Two or one third of Non-Executive Directors, Compliant Three of the Four Non-Executive whichever is higher should be independent. Directors are independent.

7.10.2 (b) Independent Directors Each Non-Executive Director should submit a Compliant Non-Executive Directors have declaration of independence / non-independence submitted the declarations. in the prescribed format .

7.10.3 (a) Disclosure relating to Directors Names of independent Directors should be disclosed Compliant Please refer page 13 in the in the Annual Report. Annual Report. 7.10.3 (c) Disclosure relating to Directors A brief resume of each Director should be included Compliant Please refer page 09-10 in the in the Annual Report including the area of Expertise. Annual Report. 7.10.5 Remuneration Committee A listed company shall have a Compliant Names of the members of the Remuneration Committee. Remuneration Committee are available in page 02.

7.10.5 (a) Composition of Remuneration Shall comprise of Non-Executive Directors a majority Compliant Remuneration Committee consists of Committee of whom can be independent. three Non-Executive Directors of which three are independent.

7.10.5 (b) Functions of Remuneration The Remuneration Committee shall recommend the Compliant Please refer the Remuneration Committee remuneration of Chief Executive Officer and Committee Report on page 13. Executive Directors.

7.10.5 (c) Disclosure in the Annual Report relating to The Annual Report should set out; Remuneration Committee

a) Names of Directors comprising the Compliant Please refer page 02. Remuneration Committee.

b) Statement of Remuneration Policy. Compliant Please refer the Remuneration Committee Report on page 13 for a brief statement of policy.

c) Aggregate remuneration paid to Compliant Please refer page 57. Executive & Non-Executive Directors.

7.10.6 Audit Committee The Company shall have an Audit Committee. Compliant Names of the members of the Audit Committee is available on page 02.

7.10.6 (a) Composition of Shall comprise of Non-Executive Directors a Compliant Audit Committee consists of three Audit Committee majority of whom can be independent. Non-Executive Directors of which three are independent.

Chief Executive Officer and the Chief Financial Compliant CEO/Executive Director and the Finance Officer should attend Audit Committee Meetings. Controller attend by invitation.

The Chairman of the Audit Committee or one Compliant Chairman of the Audit Committee and member should be a member of a professional one member are members of a accounting body. professional accounting body.

7.10.6 (b) Audit Committee Functions Should be as outlined in the Section 7.10.6(b) of the Compliant Please refer page 13. Listing Rules.

7.10.6 (c) Disclosure in the Annual Report a) Names of the Directors comprising the Compliant Please refer page 02. relating to Audit Committee Audit Committee.

b) The Audit Committee shall make a determination Compliant Please refer Audit Committee Report on of the independence of the Auditors and disclose page 13. the impacts for such determination.

c) The Annual Report shall contain a Report of the Compliant Please refer Audit Committee Report on Audit Committee setting out the manner of page 13. Compliance of the functions.

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CORPORATE GOVERNANCE

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS.

The Board of the Company met four (4) times during the financial year, on the following dates:

(1) 26th April, 2012 (2) 06th August, 2012 (3) 23rd October, 2012

(4) 01st February, 2013

The attendance of the Directors at the Board Meetings and the last Annual General Meeting held on 10th August, 2012 were as under:

Board Meetings

Name of Director Held during Attended AGM their tenure Vijay Shah - Chairman 4 4

Dr.C.T.S.B.Perera 4 4

Sanjay Tiwari - CEO 4 4

R.M.S.Fernando 4 4 − S.U.Arora 4 4

ATTENDANCE OF DIRECTORS AT AUDIT COMMITTEE MEETINGS.

During the financial year 2012-13, four Audit Committee Meetings were held on the following dates:

(1) 26th April, 2012 (2) 06th August, 2012 (3) 23rd October, 2012

(4) 01st February, 2013

The constitution of the Committee and the attendance of each member of the Committee is given below:

Name of the Director Designation Category Audit Committee Meeting

Held during their tenure Attended

(1) V.K.Shah Chairman Non - Executive Director 4 4 (2) Dr.C.T.S.B.Perera Member Independent Director 4 4 (3) R.M.S.Fernando Member Independent Director 4 4

The Company Secretary is the Secretary to the Committee.

ATTENDANCE OF DIRECTORS AT REMUNERATION COMMITTEE MEETINGS.

The Remuneration Committee met on 08th June, 2012 for the financial year 2012-13.

Name of the Director Designation Category Remuneration Committee Meeting

Held during their tenure Attended

(1) V.K.Shah Chairman Non - Executive Director 1 1 (2) Dr.C.T.S.B.Perera Member Independent Director 1 1 (3) R.M.S.Fernando Member Independent Director 1 1

ATTENDANCE OF DIRECTORS At Meetings.

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REMUNERATION COMMITTEE REPORT

A Listed Company shall have a Remuneration Committee in conformity with the following requirements.

This committee shall comprise of a minimum of two independent non-executive directors(in instances where a company has only two directors on its Board); or Non-executive directors, a majority of whom shall be independent, whichever shall be higher. One non-executive director shall be appointed as Chairman of the Committee by the Board of Directors.

The Remuneration Committee is a sub-committee of the Board and the Company’s Remuneration Committee consists of three non-executive directors of which three are independent Directors.

The Remuneration Committee shall recommend the remuneration payable to the Executive Directors and Chief Executive Officer of the listed company and/or equivalent position thereof, to the board of the listed company, which will make the final determination upon consideration of such recommendations.

The Committee has acted within the parameters set by its terms of reference.

The CEO/Executive Director attends the Committee meetings by invitation. However, he does not participate in any discussion pertaining to his remuneration.

The remuneration packages linked to the individual performances are aligned with the Company’s long-term strategy.

The Term “remuneration” shall make reference to cash and all non-cash benefits whatsoever received in consideration of employment with the listed company(excluding statutory entitlements such as Employees Provident Fund and Employees Trust Fund).

The aggregate remuneration paid to Executive and Non Executive Directors are disclosed on page 57 The members of the Remuneration Committee are disclosed in page 02.

Sgd. Mr.Vijay ShahChairman

06th May 2013

INDEPENDENT DIRECTORS

The independent direct or s are Dr.C.T.S.B.Perer a, Mr.R.M.S.Fernando and Mr. V.K. Shah. The board is of the opinion that Dr.C.T.S.B. Perera is an independent director, notwithstanding the fact that he has been a director of the Company continuously for a period exceeding nine years. It has been so determined taking to account the experience, qualifications and the industry experience he possess.

CORPORATE Governance

AUDIT COMMITTEE REPORT

A Listed Company shall have an Audit Committee. The Audit Committee is established for the purpose of assisting the Board in fulf illing their oversight responsibilities regarding the integrity of the Financial Statements, risk management, internal control and compliance with legal & regulatory requirements, assessment of the independence and performance of the external auditors and internal audit function, make recommendations to the board pertaining to appointment, re-appointment and removal of external auditors and to approve the remuneration and terms of engagement of the external auditors.

The Audit Committee is formally constituted as a Sub-Committee of the Main Board, to which it is accountable.

Audit committee shall comprise of a minimum of two independent non-executive directors (in instances where a company has only two directors on its Board); or Non-executive directors, a majority of whom shall be independent, whichever shall be higher. One non-executive director shall be appointed as Chairman of the Committee by the Board of Directors.

The Company’s Audit Committee consists of three non-executive directors of which three are independent Directors. The members of the Audit Committee are disclosed in page 02.

Meetings of Audit CommitteeFour meetings were held during the year ended 31st March 2013. The Internal Auditors attended all these meetings.

Internal AuditorsThe internal audit function is outsourced to Messrs. SJMS Associates, a firm of Chartered Accountants. Internal Auditors directly submitted their findings to Audit Committee quarterly and their reports are made available to External Auditors.

External AuditorsThe Audit committee reviews the independence and objectivity of the external auditors and conducts a formal review of effectiveness of the external audit process. The committee reviewed the non audit services and its impact on the independence of the external auditors. The Audit Committee has recommended to the Board of Directors that Messers Ernst & Young to be continued as the auditors for the financial year ending 31st March 2014.

Audit Committee Performance The Annual Performance of Audit Committee was evaluated by other members of the Board of Directors and was deemed to be satisfactory.

ConclusionThe Audit Committee is satisfied that the effectiveness of the organizational structure of the Company and of the implementation of the Company’s accounting policies and operational controls provide reasonable assurance that the affairs of the Company are managed in accordance with Company’s policies and that Company’s assets are properly accounted for and adequately safeguarded.

Sgd. Mr.Vijay ShahChairman

6th May 2013

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14 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

Risks are the uncertain events, which could have an adverse

effect on the achievement of the organization’s operational

and financial objectives. Risk Management is the practice

of managing the resources of the operation in such way to

maintain an acceptable level of risk. The Board of Directors

of the Company places special emphasis on the management

of business risk, providing assurance that sound system of

control are in place in order to manage and mitigate the

potential impact of such risks.

Piramal Glass Ceylon PLC, being in the Glass Manufacturing

industry is exposed to a multitude of risks.

Operational Risk

The Company has designed and implemented a sound system

of internal control to prevent operational risks that may arise

in day to day activities. The quality and effectiveness of such

systems are subject to regular review by the Management and

updated with appropriate changes where necessary to suit

the changing business environment. Regular internal audits

are carried out to ensure that these systems and procedures

are being adhered to.

Credit Risk

Credit risk is the potential financial loss arising from the

Company’s debtors defaulting or failing to pay for goods

purchased from the Company within the agreed period.

During the year Company was able to manage the Credit Risk

whilst capitalizing the good long term relationship built up

with the customers.

Liquidity Risk

Liquidity refers to the ability of the Company to meet

financial obligations as they become due without affecting

the normal operation. During the year under review Company

has successfully met its all f inancial obligations without

affecting its day to day operation.

Interest Rate Risk

The exposure to interest rate risk is managed successfully

by negotiating better rates by offering sound security and

making repayment of loans on time.

Legal Risk

Legal risk arises from legal consequences of a transaction or

any other legal implications which may result in unexpected

RISK Management

losses to the Company. The Company has placed special

emphasis on this and has set up of obtaining outside

Experts’/consultants’ opinion regularly.

Reputation Risk

In today’s environment, reput ation has become an

organization’s most valuable asset. The Company has

recognized the need of maintaining good reputation and in

order to protect itself ensure the compliance with all legal

and statutory requirements and maintain high standard of

ethics and increasing transparency.

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CSR PROJECTS

AWARDS RECEIVED DURING THE YEAR

OPENING OF ETP PLANT

ANNUAL GET TOGETHER

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16 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

CSR PROJECTS

AWARDS RECEIVED DURING THE YEAR

OPENING OF ETP PLANT

ANNUAL GET TOGETHER

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17A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

DIRECTORS’ Responsibilities for the Preparation of Financial Statements

The responsibilities of the Directors, in relation to the Financial Statements of Piramal Glass Ceylon PLC are set out in this Statement. The Auditors’ Report sets out the respective responsibilities of the Directors and the External Auditors relating to the Financial Statements and this statement provides additional information. The responsibilities of the Auditors, in relation to the Financial Statements, are set out in the Auditors’ Report on page 18 of the Annual Report. The external auditors M/s Ernst & Young, appointed in accordance with the resolution passed at the last Annual General Meeting, were provided with every opportunity to undertake whatever inspections they consider appropriate to enable them to form their opinion on the financial statements.

The directors are required by relevant statutory provisions to prepare Financial Statements for each financial year which give a true and fair view of the state of affairs of the company for that period. The financial Statement for the year 2012/2013 prepared and presented in this Annual report have been prepared based on new Sri Lanka Accounting Standards comprising of SLFRS & LKAS which came to effect from 01st January 2012, it is in agreement with the underlying books of account and are in conformity with the requirements of the Sri Lanka Accounting Standards, Companies Act No. 7 of 2007, Sri Lanka Accounting and Auditing Standards Act No. 15 of 2000 and the New Listing Rules of the Colombo Stock Exchange. The responsibility of the Directors, in relation to the Financial Statements, is set out in the following statement.

Under section 151 (1) of the Companies Act No. 07 of 2007, the Directors of the Company have responsibilities for ensuring that the Company keeps proper books of account of all the transactions and prepares financial statements that give a true and fair view of the state of affairs of the Company and the profit or loss or income and expenditure for the accounting period ending on that balance sheet date. The Directors consider that these Financial Statements have been prepared using appropriate accounting policies, applied consistently, and supported by reasonable and prudent judgments and estimates and is in compliance with applicable Sri Lanka Accounting Standards and provide the information required by the Companies Act, as relevant. Any change to accounting policies and reasons for such change, is disclosed in the “Notes to the Financial Statements”.

The Directors are responsible for keeping proper accounting records, and to take reasonable steps as far as practicable to ensure the accuracy and reliability of accounting records, to enable the preparation of financial statements. The Directors have general responsibilities to take reasonable steps to safeguard the assets of the Company and in this regard to give proper consideration to the establishment of appropriate internal control systems with a view of preventing and detecting fraud and other irregularities.

In discharging this responsibility the Directors have instituted a system of internal controls and a system for monitoring its effectiveness. The system of controls provide reasonable and not absolute assurance of safeguarding of Company’s assets, maintenance of proper accounting records and the reliability of financial information.

The Directors confirm that the best of their knowledge, all statutory payments relating to employees and Government and other Statutory bodies that were due in respect of the company have been paid where relevant or provided for.

The Directors believe, after reviewing the financial position and the cash flow of the Company, that the Company has adequate resources to continue in operation for the foreseeable future and therefore, these Financial Statements are prepared on a going concern basis.

The Directors are of view that they have discharged the responsibilities as set out in this statement.

By order of the Board

SAGARIKA JAYASUNDERACompany SecretaryPiramal Glass Ceylon PLC

12th May 2013

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18 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

AUDITORS’ Report

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19A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

Notes 2013 2012 LKR LKR

Revenue 3.1 5,500,908,178 5,197,423,873 Cost of Sales (3,951,963,097) (3,659,913,158)

Gross Profit 1,548,945,081 1,537,510,715 Other Operating Income 4.1 9,817,042 8,786,160 Selling and Distribution Expenses (75,968,670) (73,098,013) Administrative Expenses (456,669,878) (558,601,943) Operating Profit 1,026,123,575 914,596,919 Finance Costs 4.3 (257,331,657) (221,492,397) Finance Income 4.2 1,334,192 1,885,262

Profit before Tax 4.4 770,126,110 694,989,784 Income Tax Expense 5.1 (45,749,610) (9,677,928) Profit for the Year 724,376,500 685,311,856

Earnings Per Share - Basic/Diluted 6 0.76 0.72

The accounting policies and notes on pages 24 through 60 form an integral part of the financial statements.

INCOME Statement for the year ended 31st March, 2013

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20 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

2013 2012 Notes LKR LKR Profit for the Year 724,376,500 685,311,856 Other Comprehensive Income Gain on Available for Sale Financial Assets 4.5 667,184 962,908

Income Tax Effect 5.2 - - Other Comprehensive Income for the Year Net of Tax 667,184 962,908 Total Comprehensive Income for the Year Net of Tax 725,043,684 686,274,764 The accounting policies and notes on pages 24 through 60 form an integral part of the financial statements.

STATEMENT of Comprehensive Income for the year ended 31st March, 2013

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21A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

Note 2013 2012 2011 LKR LKR LKRASSETS Non-Current Assets Property, Plant and Equipment 7 3,734,373,697 3,925,738,457 4,182,122,821 Leasehold Properties 8 21,314,750 22,419,830 23,524,910 Investment Properties 9 333,130,000 666,130,000 666,130,000 Intangible Assets 10 6,297,282 9,445,923 12,594,564 Available for Sale Investments 11.1 4,727,990 4,060,806 3,097,898 Other Receivables 13 3,869,910 6,344,542 2,978,199 4,103,713,629 4,634,139,558 4,890,448,392 Current Assets Investment Property Held for Sale 9.1 333,000,000 - - Inventories 12 1,563,622,977 1,149,269,995 806,022,536 Trade and Other Receivables 13 1,044,786,442 941,754,713 770,412,457 Prepayments 5,672,548 3,771,688 3,813,450 Income Tax Recoverable - 25,784,702 23,139,430 Cash and Short Term Deposits 14 59,835,826 99,424,499 205,101,327 3,006,917,793 2,220,005,597 1,808,489,200 Total Assets 7,110,631,422 6,854,145,155 6,698,937,592

EQUITY AND LIABILITIES Capital and Reserves Stated Capital 15 1,526,407,485 1,526,407,485 1,526,407,485 Reserves 16 686,487,650 685,820,466 684,857,558 Retained Earnings 1,416,169,023 1,033,823,511 633,537,479 Total Equity 3,629,064,158 3,246,051,462 2,844,802,522

Non-Current Liabilities Interest Bearing Loans and Borrowings 11.2 505,582,055 1,138,901,282 1,691,150,877 Deferred Tax Liabilities 5.4 18,979,577 18,979,577 18,979,577 Employee Benefit Liability 17 111,998,832 105,528,939 99,543,230 636,560,464 1,263,409,798 1,809,673,684 Current LiabilitiesTrade and Other Payables 18 1,083,355,631 905,265,486 822,962,963 Income Tax Payable 5,184,415 - - Dividends Payable 19 18,538,805 10,068,288 3,952,361 Interest Bearing Loans and Borrowings 11.2 1,737,927,949 1,429,350,121 1,217,546,062 2,845,006,800 2,344,683,895 2,044,461,386 Total Equity and Liabilities 7,110,631,422 6,854,145,155 6,698,937,592

These financial statements are in compliance with the requirements of the Companies Act No. 07 of 2007.

Mrs. Niloni Boteju Financial ControllerThe Board of Directors is responsible for the preparation and presentation of these Financial statements. Signed for and on behalf of the board by.

Mr. Sanjay Tiwari Dr. C.T.S.B. Perera CEO/Executive Director Director

The accounting policies and notes on pages 24 through 60 form an integral part of the financial statements.24 April 2013 Colombo

STATEMENT of Financial Position as at 31st March, 2013

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22 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

Stated Revaluation Retained Available for Total Capital Reserves Earnings Sale Reserve LKR LKR LKR LKR LKR

As at 1 April 2011 1,526,407,485 682,021,019 633,537,479 2,836,539 2,844,802,522

Profit for the Year - - 685,311,856 - 685,311,856 Other Comprehensive Income - - - 962,908 962,908

Total Comprehensive Income - - 685,311,856 962,908 686,274,764 Dividends Paid - - (285,025,824) - (285,025,824)

As at 31 March 2012 1,526,407,485 682,021,019 1,033,823,511 3,799,447 3,246,051,462 Profit for the Year - - 724,376,500 - 724,376,500 Other Comprehensive Income - - - 667,184 667,184

Total Comprehensive Income - - 724,376,500 667,184 725,043,684 Dividends Paid - - (342,030,988) - (342,030,988) As at 31 March 2013 1,526,407,485 682,021,019 1,416,169,023 4,466,631 3,629,064,158

The accounting policies and notes on pages 24 through 60 form an integral part of the financial statements.

STATEMENT of Changes in Equity for the year ended 31st March, 2013

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23A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

2013 2012Cash Flows Generated from Operating Activities Notes LKR LKR

Cash Flow from Operating Activities Net Profit before Tax 770,793,294 695,952,692

Non-cash Adjustment to Reconcile Profit before Tax to Net Cash Flows: Depreciation of Property Plant and Equipment 7 418,844,528 396,558,336 Amortization of Leasehold Property 8 1,105,080 1,105,080 Amortization of Intangible Assets 10 3,148,641 3,148,641 Exchange Difference Adjustment 11 (2,714,303) 162,980,160 Provision for Employee Benefit Liability 17 14,079,914 21,557,928 Other Operating Income 4.1 (9,817,042) (8,786,160)Finance Costs 4.3 257,331,657 221,492,397 Finance Income 4.2 (1,334,192) (1,885,262)Profit on Sale of Property, Plant & Equipment (1,750,892) (2,788,869)Fair Value Adjustment of Available for Sale Investments 4.5 (667,184) (962,908) Operating Profit before Working Capital Changes 1,449,019,503 1,488,372,035

Working Capital Adjustments: (Increase) / Decrease in Inventories (414,352,982) (343,247,459)(Increase) / Decrease in Trade and Other Receivables and Prepayments (124,917,209) (180,951,082)Increase / (Decrease) in Trade and Other Payables 183,274,560 82,302,523 Cash Generated from Operations 1,093,023,872 1,046,476,020 Employee Benefit Liability Costs Paid 17 (7,610,021) (15,572,219)Interest Paid 4.3 (257,331,657) (221,492,397) Net Cash Flows Generated from Operating Activities 828,082,194 809,411,403

Cash Flow from Investing Activities Acquisition of Property, Plant and Equipment 7 (227,547,800) (140,197,603)Proceeds from Sale of Property, Plant and Equipment 1,818,923 2,812,499 Sundry Income 4.1 9,672,786 8,451,633 Dividends Received 4.1 144,256 334,527 Loans Granted to Company Officers during the Year (4,642,914) (11,886,000)Repayment of Staff Loans by Company Officers during the Year 7,137,257 5,847,044 Net Cash Flows Used in Investing Activities (213,417,492) (134,637,900)

Cash Flow from Financing Activities Proceeds from Interest Bearing Loans and Borrowings 11 3,984,777,353 3,348,688,900 Dividends Paid (333,560,471) (278,909,897)Repayment of Bank Loans 11 (4,440,365,109) (3,624,815,363)Finance Income 4.2 1,334,192 1,885,262 Net Cash Flows Used in Financing Activities (787,814,034) (553,151,098) Net Increase/(Decrease) in Cash and Cash Equivalents (173,149,332) 121,622,405

Net Foreign Exchange Difference 1,853,800 (8,946,800)

Cash and Cash Equivalent at the Beginning of the Year 14 47,939,677 (64,735,928) Cash and Cash Equivalent at the End of the Year 14 (123,355,855) 47,939,677

The accounting policies and notes on pages 24 through 60 form an integral part of the financial statements.

STATEMENT of Cash Flows for the year ended 31st March, 2013

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24 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

1. CORPORATE INFORMATION 1.1 General Piramal Glass Ceylon PLC (“Company”) is a public limited liability Company incorporated and domiciled in Sri Lanka and listed

in the Colombo Stock Exchange. The registered office of the Company and principle place of business is located at No. 148, Maligawa Road, Borupana, Ratmalana and the production facility is located in Horana.

1.2 Principal Activities and Nature of Operations During the year, the principle activity of the Company was the manufacturing and sale of glass bottles.

1.3 Parent Entity and Ultimate Parent Entity The Company’s parent undertaking is Piramal Glass Limited, which is incorporated in India.

1.4 Date of Authorization for Issue The financial statements of Piramal Glass Ceylon PLC for the year ended 31 March 2013 were authorized for issue in accordance

with a resolution of the Board of Directors on 24 April 2013

2. BASIS OF PREPARATION AND ADOPTION OF SRI LANKA ACCOUNTING STANDARDS (SLFRS AND LKAS) EFFECTIVE FOR THE FINANCIAL PERIODS BEGINNING ON OR AFTER 01 APRIL 2012 The financial statements of the Company have been prepared in accordance with Sri Lanka Accounting Standards comprising of

SLFRS and LKAS (hereafter referred as “SLFRS”), as issued by the Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka).

For all periods up to and including the year ended 31 March 2012, the Company prepared its financial statements in accordance with SLAS effective up to 31 March 2012.

These financial statements for the year ended 31 March 2013 are the first the Company has prepared in accordance with SLFRS effective for the periods beginning on or after 01 April 2012. (Refer Note 2.5 for explanation of the transition)

Subject to certain transition elections and exceptions disclosed in Note 2.5, the Company has consistently applied the accounting policies used in preparation of its opening SLFRS statement of financial position as at 01 April 2011 through all periods presented, as if these policies had always been in effect.

Note 2.5 discloses the impact of the transition to SLFRS on the Company's reported financial position and financial performance, including the nature and effect of significant changes in accounting policies from those used in the Company's financial statements for the years ended 31 March 2011 and 31 March 2012 prepared under SLAS.

2.1.1 Basis of measurement

The financial statements have been prepared on a historical cost basis, except for available-for-sale financial assets that have been measured at fair value.

The financial statements are presented in Sri Lankan Rupees.

2.1.2 Statement of Compliance

The financial statements of Piramal Glass Ceylon PLC (“Company”) have been prepared in accordance with SLFRS.

The preparation and presentation of these financial statements are in compliance with the Companies Act No. 07 of 2007.

2.2 SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

2.2.1 Significant Judgments in Applying the Accounting Policies

In the process of applying the Company’s accounting policies, management has made the following judgments, apart from those involving estimations, which has the most significant effect on the amounts recognized in the financial statements.

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25A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

(a) Classification of Property

The Company determines whether a property is classified as investment property or an owner occupied property.

Investment property comprises land and buildings which are not occupied substantially for use by, or in the operations of the Company, nor for sale in the ordinary course of business, but are held primarily to earn rental income and for capital appreciation.

The Company determines whether a property qualifies as investment property by considering whether the property generates cash flows largely independently of the other assets held by the entity. Owner occupied properties generate cash flows that are attributable not only to property but also to other assets used in the production or supply process.

Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. If these portions can be sold separately (or leased out separately under a finance lease), the Company accounts for the portions separately. If the portions cannot be sold separately, the property is accounted for as an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes. Judgment is applied in determining whether ancillary services are so significant that a property does not qualify as an investment property. The Company considers each property separately in making its judgment.

2.2.2 Significant Accounting Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation of uncertainty at the reporting date, that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year are discussed below. The respective carrying amounts of assets and liabilities are given in related notes to the financial statements.

(a) Employee Benefit Liability

The cost as well as the present value of defined benefit plans - gratuity is determined using Actuarial Valuations. The Actuarial Valuation involves making assumptions about discount rates, future salary increases and other important related data. Due to the long term nature of employee benefits, such estimates are subject to significant uncertainty. Further details of assumptions together with an analysis of their sensitivity as carried out by the management in relation to the above key assumptions and the results of the sensitivity analysis are given in Note 17.

(b) Deferred Taxation

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax that can be recognised based upon the likely timing and the levels of future taxable profits.

(c) Tax Effect on First Time Adoption of SLFRS

The Company is liable to income taxes and other taxes including VAT. Significant judgement was required to determine the total provision for current, deferred and other taxes pending the issue of tax guidelines on the treatment of the adoption of SLFRS in the financial statements and the taxable profit for the purpose of imposition of taxes. Uncertainties exist, with respect to the interpretation of the applicability of tax laws, at the time of the preparation of these financial statements.

The Company recognized assets and liabilities for current, deferred and other taxes based on estimates of whether additional

taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income and deferred tax amounts in the period in which the determination is made.

2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following are the significant accounting policies applied by the Company in preparing its financial statements.

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NOTES to the Financial Statements for the year ended 31st March, 2013

2.3.1 Foreign Currency Translation

The Company’s financial statements are presented in Sri Lanka Rupees, which is the Company's functional and presentation currency.

Transactions and Balances

Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling at the reporting date. All differences are recognised in profit or loss.

Non monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

2.3.2 Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue and associated costs incurred or to be incurred can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, net of trade discounts and sales taxes. The following specific recognition criteria are used for the purpose of recognition of revenue.

a) Sale of Goods

Revenue from sale of goods is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the goods; with the Company not retaining neither continuing managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold.

b) Interest Income

Interest Income is recognized as the interest accrued unless collectability is in doubt. Interest income is included in finance income in the income statement.

c) Dividends

Revenue is recognized when the Company’s right to receive the payment is established, which is generally when shareholders approve the dividend.

d) Others

Other income is recognized on an accrual basis.

Net gains and losses on the disposal of property, plant & equipment have been accounted for in the income statement, having deducted from proceeds on disposal, the carrying amount of the assets and related selling expenses. On disposal of revalued property, plant and equipment before the date of transition to SLFRS, amount remaining in revaluation reserve relating to that asset is transferred directly to retained earnings.

Gains and losses arising from incidental activities to main revenue generating activities and those arising from a group of similar transactions which are not material, are aggregated, reported and presented on a net basis.

2.3.3 Taxation Current Income Tax

The provision for income tax is based on the elements of income and expenditure as reported in the financial statements and computed in accordance with the provisions of the Inland Revenue Act.

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NOTES to the Financial Statements for the year ended 31st March, 2013

Pursuant to agreement dated 19 July 2006 entered into with Board of Investment, the imposition, payment and recovery of income tax shall not apply for a period of 5 years from 10 December 2007. This exemption expired on 9 December 2012.

After the said tax exemption period, the Company would become liable for income tax at the rate of 10% for a period of 2 years and at the rate of 20% thereafter.

With the commencement of the tax exemption period, the Company was liable to pay income tax on the taxable income derived from other sources excluding from manufacturing operations.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax

Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except, when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax credits and unused tax losses can be utilised, except, when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Sales Tax Revenues, expenses and assets are recognized net of the amount of sales tax, except, where the sales tax incurred on a

purchase of assets or service is not recoverable from the taxation authorities, in which case, the sales tax is recognized as a part of the cost of the asset or part of the expense items, as applicable and receivable and payable that are stated with the amount of sales tax included. The net amount of sales tax recoverable from or payable to the taxation authorities is included as a part of receivables or payables in the statement of financial position.

2.3.4 Property, Plant and Equipment

Property, plant and equipment is stated at cost, excluding the costs of day to day servicing, less accumulated depreciation and accumulated impairment in value. Such cost includes the cost of replacing parts of the property, plant and equipment when that cost is incurred, if the recognition criteria are met.

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An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognized.

The asset's residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at each financial year end.

2.3.5 Leasehold Property

Prepaid lease rentals paid to acquire land use rights are amortized over the lease term in accordance with the pattern of benefits derived from the use of such property. Leasehold property is tested for impairment annually and the carrying amount of such property is reduced to its recoverable amount where applicable.

The impairment loss if any is immediately recognized in the income statement. 2.3.6 Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the

inception date, whether fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Company as a Lessee Finance leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased

item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are reflected in finance costs in the income statement.

Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term.

Operating lease payments are recognized as an expense in the income statement on a straight line basis over the lease term.

2.3.7 Borrowing Costs Borrowing costs are recognized as an expense in the year in which they are incurred, except to the extent where borrowing

costs that are directly attributable to the acquisition, construction, or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalized as part of that asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

The interest capitalized is calculated using Company’s weighted average cost of borrowing after adjusting for borrowings

associated with specific developments. Where borrowings are associated with specific developments, the amounts capitalized is the gross interest incurred on those borrowings less any investment income arising on their temporary investments. Interest is capitalized from the commencement of the development work until the date of practical completion. The capitalization of finance costs is suspended if there are prolonged periods when development activity is interrupted. Interest is also capitalized on the purchase cost of a site of property acquired specifically for development, but only where activities necessary to prepare the asset for redevelopments are in progress.

2.3.8 Investment Properties Investment properties are measured initially at cost. The carrying amount includes the cost of replacing part of an existing

investment property at the time that cost is incurred if the recognition criteria are met and exclude the costs of day to day servicing of an investment property.

Investment properties are derecognized when either they have been disposed of or when the investment property is

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permanently withdrawn from use and no future economic benefits are expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in the income statement in the event of retirement or disposal.

Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner occupied property or inventories, the cost of property for subsequent accounting is its cost at the date of change in use. If the property occupied by the Company as an owner occupied property becomes an investment property, the Company accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use.

2.3.9 Intangible Assets

Computer Software

Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful life of 8 years. Costs associated with maintaining computer software programs are recognized as an expense when incurred.

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the income statement in the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed to be either finite or infinite.

Intangible assets with finite lives are amortized over their useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

The amortization expense on intangible assets with finite lives is recognized in the income statement in the expense category consistent with the function of the intangible assets. Intangible assets with infinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the income statement when the asset is derecognized.

2.3.10 Financial Instruments - Initial Recognition and Subsequent Measurement 2.3.10.1 Financial Assets Initial Recognition and Measurement

Financial assets within the scope of LKAS 39 are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial assets at initial recognition.

All financial assets are recognized initially at fair value plus, in the case of assets not at fair value through profit or loss, directly attributable transaction costs.

Purchase or sale of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

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The Company’s financial assets include trade and other receivables, loans and other receivables and quoted equity instruments.

Subsequent Measurement

The subsequent measurement of financial assets depends on their classification as described below: a) Financial Assets at Fair Value through Profit or Loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. This category includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by LKAS 39. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets at fair value through profit and loss are carried in the statement of financial position at fair value with changes in fair value recognized in finance income or finance costs in the income statement.

The Company has not designated any financial assets upon initial recognition as at fair value through profit or loss.

b) Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate method (EIR), less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the income statement. The losses arising from impairment are recognized in the income statement in selling and distribution expenses

c) Held-to-Maturity Investments

Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held-to-maturity when the Company has the positive intention and ability to hold them to maturity. After initial measurement, held-to-maturity investments are measured at amortized cost using the effective interest method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the income statement. The losses arising from impairment are recognized in the income statement in finance costs. The Company did not have any held-to-maturity investments during the years ended 31 March 2011, 31 March 2012 and 31 March 2013.

d) Available-for-Sale Financial Investments

Available-for-sale financial investments include equity and debt securities. Equity investments classified as available-for-sale are those, which are neither classified as held for trading nor designated at fair value through profit or loss. Debt securities in this category are those which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in the market conditions.

After initial measurement, available-for-sale financial investments are subsequently measured at fair value with unrealized gains or losses recognized as other comprehensive income in the available-for-sale reserve until the investment is derecognized, at which time the cumulative gain or loss is recognized in other operating income, or determined to be impaired, at which time the cumulative loss is reclassified to the income statement in finance costs and removed from the available-for-sale reserve. Interest income on available-for-sale debt securities is calculated using the effective interest method and is recognized in profit or loss.

The Company evaluates its available-for-sale financial assets to determine whether the ability and intention to sell them in the near term is still appropriate. When the Company is unable to trade these financial assets due to inactive markets and management’s intention to do so significantly changes in the foreseeable future, the Company may elect to reclassify these financial assets in rare circumstances. Reclassification to loans and receivables is permitted when the financial

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assets meet the definition of loans and receivables and the Company has the intention and ability to hold these assets for the foreseeable future or until maturity. Reclassification to the held-to-maturity category is permitted only when the entity has the ability and intention to hold the financial asset accordingly.

For a financial asset reclassified out of the available-for-sale category, any previous gain or loss on that asset that has been recognized in equity is amortized to profit or loss over the remaining life of the investment using the EIR. Any difference between the new amortized cost and the expected cash flows is also amortized over the remaining life of the asset using the EIR. If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassified to the income statement.

Derecognition A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized

when:

•Therightstoreceivecashflowsfromtheassethaveexpired, •TheCompanyhastransferreditsrightstoreceivecashflowsfromtheassetorhasassumedanobligationtopaythe received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the

Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of it, the asset is recognized to the extent of the Company’s continuing involvement in it.

In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

2.3.10.2 Impairment of Financial Assets

The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

a) Financial Assets Carried at Amortised Cost

For financial assets carried at amortized cost, the Company first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference

between the assets carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows are discounted at the

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financial asset’s original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is

recognized in the income statement. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income in the income statement. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a future write-off is later recovered, the recovery is credited to finance costs in the income statement.

b) Available-for-Sale Financial Investments

For available-for-sale financial investments, the Company assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired.

In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. ‘Significant’ is evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below its original cost. Where there is evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in the income statement - is removed from other comprehensive income and recognized in the income statement. Impairment losses on equity investments are not reversed through the income statement; increases in their fair value after impairments are recognized directly in other comprehensive income.

In the case of debt instruments classified as available-for-sale, impairment is assessed based on the same criteria as financial assets carried at amortized cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss on that investment previously recognized in the income statement.

Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in the income statement, the impairment loss is reversed through the income statement.

2.3.10.3 Financial Liabilities

Initial Recognition and Measurement

Financial liabilities within the scope of LKAS 39 are classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, carried at amortized cost. This includes directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, bank overdrafts and loans and borrowings.

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Subsequent Measurement

The measurement of financial liabilities depends on their classification as follows: a) Financial Liabilities at Fair Value through Profit or Loss

Financial liabilities at fair value through profit or loss include financial liabilities held-for-trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held-for-trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by LKAS 39. Separated embedded derivatives are also classified as held-for-trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held-for-trading are recognized in the income statement.

The Company has not designated any financial liabilities upon initial recognition as at fair value through profit or loss.

b) Loans and Borrowing

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the income statement when the liabilities are derecognized as well as through the effective interest rate method (EIR) amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that is an integral part of the EIR. The EIR amortization is included in finance costs in the income statement.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the income statement.

2.3.10.4 Offsetting of Financial Instruments

Financial assets and financial liabilities are offset with the net amount reported in the statement of financial position only if there is a current enforceable legal right to offset the recognized amounts and intent to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

2.3.10.5 Fair Value of Financial Instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs.

For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include:

•Usingrecentarm'slengthmarkettransactions; •Referencetothecurrentfairvalueofanotherinstrumentthatissubstantiallythesame; •Adiscountedcashflowanalysisorothervaluationmodels.

An analysis of fair values of financial instruments and further details as to how they are measured are provided in Note 11.7.

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2.3.11 Inventories

Inventories are valued at the lower of cost and net realizable value, after making due allowances for obsolete and slow moving items. Net realizable value is the price at which inventories can be sold in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to make the sale.

The cost incurred in bringing inventories to its present location and conditions are accounted using the following cost formulae:-

Raw Materials - At actual cost on weighted average basis Finished Goods & Work-in-Progress - At the cost of direct materials, direct labour and an appropriate proportion

of fixed and variable production overheads based on normal operating capacity. Consumables & Spares - At actual cost on weighted average basis Goods in Transit - At actual cost

2.3.12 Impairment of Non-Financial Assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

The Company bases its impairment calculations on detailed budgets and forecasts which are prepared separately for each of the Company’s cash-generating units to which the individual assets are allocated. These budgets and forecasts are generally covering a period of three years. For longer periods, a long term growth rate is calculated and applied to project future cash flows after the third year.

Impairment losses of continuing operations are recognized in the income statement in those expense categories consistent with the function of the impaired asset, except for a property previously revalued where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognized in other comprehensive income up to the amount of any previous revaluation.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

2.3.13 Cash and Short Term Deposits

Cash and short term deposits are defined as cash in hand, demand deposits and short term highly liquid investments, readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

For the purpose of cash flow statement, cash and short term deposits consist of cash in hand and deposits in banks net of outstanding bank overdrafts. Investments with short maturities i.e. three months or less from the date of acquisition are also treated as cash equivalents.

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2.3.14 Dividends Distribution

The Company recognizes a liability to make cash or non-cash distributions to owners of equity when the distribution is authorized and is no longer at the discretion of the Company. A corresponding amount is recognized directly in equity.

2.3.15 Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

2.3.16 Employee Benefit Liability

a) Defined Benefit Plan - Gratuity

The Company measures the present value of the promised retirement benefits of gratuity which is a defined benefit plan with the advice of an actuary every financial year using Projected Unit Cost Method. Actuarial gains and losses are recognized as income or expenses in the period in which it arises. The liability is not funded.

b) Defined Contribution Plans - Employees’ Provident Fund & Employees’ Trust Fund

All employees who are eligible for Employees’ Provident Fund Contributions and Employees’ Trust Fund Contributions are covered by relevant contribution funds in line with respective statutes and regulations. The Company contributes 12% and 3% of gross emoluments of employees to Employees’ Provident Fund and Employees’ Trust Fund respectively.

c) Lump-sum Payments to Employees

Provision has been made in the financial statements for lump-sum allowances payable to employees by the collective agreement decided by the management.

2.4 Effect of Sri Lanka Accounting Standards Issued but not yet Effective

The standards and interpretations that are issued but not yet effective up to the date of issuance of the Company financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

a) SLFRS 9 - Financial Instruments : Classification and Measurement

SLFRS 9, as issued reflects the first phase of work on replacement of LKAS 39 and applies to classification and measurement of financial assets and liabilities as defined in LKAS 39.

SLFRS 9 was issued in 2012 and become effective for the financial periods beginning on or after 01 January 2015. Accordingly, the financial statements for the year ending 31 March 2016 will adopt the SLFRS 9.

The Company will quantify the effect in due course.

b) SLFRS 13 - Fair Value Measurement

SLFRS 13 establishes a single source of guidance under SLFRS for all fair value measurements. SLFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under SLFRS when fair value is required or permitted.

This standard is effective for annual periods beginning on or after 1 January 2014. Accordingly, the financial statements for the year ending 31 March 2015 will adopt the SLFRS 13.

Pending the full study of this standard, the financial impact is not yet known and reasonably estimable.

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2.5 FIRST TIME ADOPTION OF SLFRS

These financial statements, for the year ended 31 March 2013, are the first the Company has prepared in accordance with SLFRS. For periods up to and including the year ended 31 March 2012, the Company prepared its financial statements in accordance with local generally accepted accounting practice (SLAS).

Accordingly, the Company has prepared its financial statements which comply with SLFRS applicable for periods ending on or after 31 March 2013 and prior periods, together with the comparative period’s data as at and for the years ended 31 March 2012, as described in the accounting policies. In preparing these financial statements, the Company’s opening statement of financial position was prepared as at 1 April 2011, the Company’s date of transition to SLFRS. This note explains the principal adjustments made by the Company in restating its SLAS statement of financial position as at 1 April 2011 and its previously published SLAS financial statements as at and for the year ended 31 March 2012.

The effect of Company's transition to SLFRS described in Note 2 is summarized in this note as follows:

•Transitionelections: •ReconciliationofequityandcomprehensiveincomeaspreviouslyreportedunderpreviousSLASandSLFRS. •Adjustmentstothestatementofcashflows.

2.5.1 Transition Elections

SLFRS 1 – First-time Adoption of Sri Lanaka Financial Reporting Standards allows first-time adopters certain exemptions from the retrospective application of certain SLFRS.

Accordingly the Company has applied the following transition exceptions and exemptions to full retrospective application of SLFRS.

a) Deemed Cost of Property, Plant and Equipment

Certain items of property, plant and equipment have been measured at fair value at the date of transition to SLFRS which were carried in the statement of financial position prepared in accordance with previous SLAS on the basis of acquisition cost. The Company has elected to regard those values as deemed cost at the date of the revaluation since they were broadly comparable to fair value.

b) Employee Benefits - Disclosure Requirements

The Company has elected to disclose the following amounts prospectively from the date of transition regarding the post employment benefit liability. (SLFRS ordinarily requires the amounts for the current and previous four annual periods to be disclosed.)

i. The present value of the defined benefit obligation, the fair value of the plan assets and the surplus or deficit in the plan; and ii. The experience adjustments arising on the plan liabilities and the plan assets

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NOTES to the Financial Statements for the year ended 31st March, 2013

2.5 FIRST TIME ADOPTION OF SLFRS (Contd.)

2.5.2 Reconciliation of Equity as at 01 April 2011 (Date of Transition to SLFRS)

Notes SLAS Remeasurements / SLFRS Reclassifications LKR LKR LKRASSETS Non-Current Assets Property, Plant and Equipment A,B,C 4,140,343,713 41,779,108 4,182,122,821 Leasehold Properties 23,524,910 - 23,524,910 Investment Properties 666,130,000 - 666,130,000 Intangible Assets C - 12,594,564 12,594,564 Available for Sale Investments D 261,359 2,836,539 3,097,898 Other Receivables E - 2,978,199 2,978,199 4,830,259,982 60,188,410 4,890,448,392 Current Assets Inventories 806,022,536 - 806,022,536 Trade and Other Receivables E,F,G 783,251,770 (12,839,313) 770,412,457 Prepayments F - 3,813,450 3,813,450 Income Tax Recoverable 23,139,430 - 23,139,430 Cash and Short Term Deposits 205,101,327 - 205,101,327 1,817,515,063 (9,025,863) 1,808,489,200 Total Assets 6,647,775,045 51,162,547 6,698,937,592

EQUITY AND LIABILITIES Capital and Reserves Stated Capital 1,526,407,485 - 1,526,407,485 Reserves B,D,H 688,535,043 (3,677,485) 684,857,558 Retained Earnings A,B,C,G 578,697,447 54,840,032 633,537,479 Total Equity 2,793,639,975 51,162,547 2,844,802,522

Non-Current Liabilities Interest Bearing Loans and Borrowings 1,691,150,877 - 1,691,150,877 Deferred Tax Liabilities 18,979,577 - 18,979,577 Employee Benefit Liability 99,543,230 - 99,543,230 1,809,673,684 - 1,809,673,684 Current Liabilities Trade and Other Payables 822,962,963 - 822,962,963 Dividends Payable 3,952,361 - 3,952,361 Interest Bearing Loans and Borrowings 1,217,546,062 - 1,217,546,062 2,044,461,386 - 2,044,461,386 Total Equity and Liabilities 6,647,775,045 51,162,547 6,698,937,592

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38 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

2.5 FIRST TIME ADOPTION OF SLFRS (Contd.)

2.5.3 Reconciliation of Equity as at 31 March 2012

Notes SLAS Remeasurements / SLFRS Reclassifications LKR LKR LKRASSETS Non-Current Assets Property, Plant and Equipment A,B,C 3,884,325,354 41,413,103 3,925,738,457 Leasehold Properties 22,419,830 - 22,419,830 Investment Properties 666,130,000 - 666,130,000 Intangible Assets C - 9,445,923 9,445,923 Available for Sale Investments D 261,359 3,799,447 4,060,806 Other Receivables E - 6,344,542 6,344,542 4,573,136,543 61,003,015 4,634,139,558 Current Assets Inventories 1,149,269,995 - 1,149,269,995 Trade and Other Receivables E,F,G 955,536,394 (13,781,681) 941,754,713 Prepayments F - 3,771,688 3,771,688 Income Tax Recoverable 25,784,702 - 25,784,702 Cash and Short Term Deposits 99,424,499 - 99,424,499 2,230,015,590 (10,009,993) 2,220,005,597 Total Assets 6,803,152,133 50,993,022 6,854,145,155

EQUITY AND LIABILITIES Capital and Reserves Stated Capital 1,526,407,485 - 1,526,407,485 Reserves D,H 688,535,043 (2,714,578) 685,820,465 Retained Earnings 980,115,911 53,707,600 1,033,823,511 Total Equity 3,195,058,439 50,993,022 3,246,051,461

Non-Current Liabilities Interest Bearing Loans and Borrowings 1,138,901,282 - 1,138,901,282 Deferred Tax Liabilities 18,979,577 - 18,979,577 Employee Benefit Liability 105,528,939 - 105,528,939 1,263,409,798 - 1,263,409,798 Current Liabilities Trade and Other Payables 905,265,487 - 905,265,487 Dividends Payable 10,068,288 - 10,068,288 Interest Bearing Loans and Borrowings 1,429,350,121 - 1,429,350,121 2,344,683,896 - 2,344,683,896 Total Equity and Liabilities 6,803,152,133 50,993,022 6,854,145,155

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39A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

2.5 FIRST TIME ADOPTION OF SLFRS (Contd.)

2.5.4 Reconciliation of Total Comprehensive Income for the Year Ended 31 March 2012

Notes SLAS Remeasurements / SLFRS Reclassifications LKR LKR LKR Revenue I 5,119,581,926 77,841,947 5,197,423,873 Cost of Sales A,B,I (3,625,339,202) (34,573,956) (3,659,913,158) Gross Profit 1,494,242,724 43,267,991 1,537,510,715 Other Operating Income J 10,671,422 (1,885,262) 8,786,160 Selling and Distribution Expenses G (75,480,227) 2,382,214 (73,098,013) Administrative Expenses A,B,C,I (511,819,306) (46,782,637) (558,601,943) Operating Profit 917,614,613 (3,017,694) 914,596,919 Finance Costs (221,492,397) - (221,492,397) Finance Income J - 1,885,262 1,885,262 Profit before Tax 696,122,216 (1,132,432) 694,989,784 Income Tax Expense (9,677,928) - (9,677,928) Profit for the Year 686,444,288 (1,132,432) 685,311,856

Other Comprehensive Income Gain on Available for Sale Financial Assets D - 962,908 962,908 Income Tax Effect - - - Other Comprehensive Income for the Year Net of Tax - 962,908 962,908

Total Comprehensive Income for the Year Net of Tax 686,444,288 (169,524) 686,274,764

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40 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

2.5 FIRST TIME ADOPTION OF SLFRS (Contd.)

2.5.5 Notes to the Reconciliation of Equity as at 01 April 2011 and 31 March 2012 and Total Comprehensive Income for the year ended 31 March 2012

A) Useful life of Property, Plant & Equipment The Company has reassessed the useful life time of its certain items of property, plant and equipment at the date of

transition to SLFLKR Accordingly at the date of transition to SLFRS, a decrease of LKR 41,779,108/- was recognized in accumulated depreciation of property, plant and equipment. Further, depreciation charge for the year ended 31 March 2012 for such property plant and equipment has been remeasured in line with the reassessment of life span.

B) Valuation of Motor Vehicles At the date of transition to SLFRS, Company has revalued it's motor vehicles and such revalued amounts has been

considered as deemed cost. Accordingly at 01 April 2011 LKR 14,988,476/- has been recognized as a revaluation gain. Further, depreciation charge for the year ended 31 March 2012 for such motor vehicles has been remeasured in line with the revalued amounts.

C) Intangible Assets ERP (SAP) system which was previously recognized as office equipments amounting to LKR 25,189,128/- has now

been reclassified as intangible assets. Annual amortization amounting to LKR 3,148,641/- has been recognized as an administrative expense in the income statement for the year ended 31 March 2012.

D) Available for Sale Financial Assets Under SLAS, the Company accounted for investments in quoted equity shares as financial instruments measured

at cost. Under SLFRS, the Company has designated such investments as available-for-sale investments. SLFRS requires available-for-sale investments to be measured at fair value. At the date of transition to SLFRS, the fair value of these investments is LKR 3,097,898/- and their previous carrying amount in line with SLAS was LKR 261,359/-. The difference of LKR 2,836,539 /- between the fair value of the investment and carrying amount in line with SLAS has been recognized as a separate component of equity; in the available-for-sale reserve, net of related taxes.

E) Loans given to Company Officers Loans given to company officers have now been reclassified as "current" and "non-current".

F) Prepayments Prepayments which formed a part of trade and other receivables has now been reclassified separately.

G) Impairment of Financial Assets

Under previous SLAS, the provision for bad and doubtful debts was calculated on amounts based on the number of days being due. Under SLFRS, the Company has calculated the provision for bad and doubtful debt based on collective impairment basis. Accordingly at the date of transition to SLFRS, an increase of LKR 6,047,665/- has been recognized as provision for impairments.

H) General Reserve The Company has decided to transfer the General Reserves amounting to LKR 21,502,500/- to Retained earnings

as at the date of transition. I) Gross Revenue From the date of transition to SLFRS, the revenue has been stated on gross basis. NBT expense amounting to LKR

80,671,131/- has been recognized under administrative expenses and factory overheads.

J) Interest Income Interest income which was previously recognized as other operating income has now been reclassified as finance

income. K) Statement of Cash Flows The transition from SLAS to SLFRS has not had a material impact on the statement of cash flows.

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41A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

3. SEGMENT INFORMATION For management purposes, the Company is organized into business units based on its customer location and has two reportable

segments namely, local sales and export sales.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. However, financing (including finance costs and finance income) and income taxes are managed on a Company basis and are not allocated to operating segments.

3.1 Revenue 2013 2012 LKR LKR Net Revenue 5,420,237,047 5,119,581,926 Add : NBT on Sales 80,671,131 77,841,947 Gross Revenue 5,500,908,178 5,197,423,873

3.2 Sale of Goods Local Sales - In House Production 3,806,013,518 3,525,984,080 - Trading 244,426,438 368,225,000 Total Local Sales 4,050,439,956 3,894,209,080 Export Sales 1,369,797,091 1,225,372,846 5,420,237,047 5,119,581,926

4. OTHER INCOME/EXPENSES

4.1 Other Operating Income 2013 2012 LKR LKR Income from Investments - Quoted 144,256 334,527 Sundry Income 9,672,786 8,451,633 9,817,042 8,786,160

4.2 Finance Income Interest Income 710,155 1,751,235 Interest Income on Loans Given to Company Officers 624,037 134,027 1,334,192 1,885,262

4.3 Finance Cost Interest Expense on Overdrafts 25,566,275 12,049,320 Interest Expense on Short Term Loans 117,490,143 66,690,672 Interest Expense on Project Loans 114,275,239 142,752,405 257,331,657 221,492,397

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42 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

4. OTHER INCOME/EXPENSES (Contd.)

4.4 Profit Before Tax 2013 2012 LKR LKR Stated after Charging/(Crediting) Included in Cost of Sales Depreciation of Property, Plant & Equipments 416,079,710 395,532,789 Personnel Costs including the following; - Employee Benefit Plan Cost - Gratuity 12,156,468 19,001,529 - Defined Contribution Plan Cost - EPF & ETF 21,039,529 20,026,021 Included in Administration Expenses Directors' Fees and Emoluments 53,929,605 42,478,290 Auditors' Remuneration - Fees 600,000 600,000 - Over Provision in respect of Previous Year - (60,000) Technical Fee* 258,516,301 235,317,114 Depreciation of Property, Plant & Equipments 2,764,818 1,025,547 Amortization of Intangible Assets 3,148,641 3,148,641 Personnel Costs including the following; - Employee Benefit Plan Cost - Gratuity 1,923,446 2,556,398 - Defined Contribution Plan Cost - EPF & ETF 2,513,897 2,192,013 Donations 727,740 889,594 Exchange (Gain)/Loss (9,992,503) 134,368,786 Profit on Sale of Property, Plant & Equipment (1,750,891) (2,788,869)

Included in Selling and Distribution Costs Advertising Cost 255,681 259,907 Provision for Impairment 4,362,169 18,082,050

*Technical Fee represents the amount payable to Piramal Glass Limited - India for the technical advises and assistance provided during the year as per the agreement entered into between the two companies. As per the agreement, if Manufactured Profit before Interest, Depreciation and Tax (PBIDT) is 30% or more, the amount payable is 5 % of the Manufactured bottle turnover, else 12.5% of the PBIDT for Manufactured Bottles.

4.5 Components of Other Comprehensive Income 2013 2012 LKR LKR Available for Sale Financial Assets: Gains/(Losses) arising during the Year 667,184 962,908

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43A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

5. INCOME TAX

The major components of income tax expense for the years ended 31 March 2013 and 31 March 2012 are:

2013 20125.1 Income Statement LKR LKR Current income tax: Current Tax Expense on Ordinary Activities for the Year 38,817,606 - Current Tax Expense on Other Income and Trading Profit for the Year 5,018,365 9,677,928 Under/(Over) Provision of Current Taxes in respect of Prior Year 1,913,639 -

Deferred tax: Deferred Taxation Charge/(Reversal) - - Income Tax Expense Reported in the Income Statement 45,749,610 9,677,928

5.2 Statement of Other Comprehensive Income Deferred Tax related to Items Charged or Credited Directly to Equity during the Year: - - Unrealized Gain/(Loss) on Available for Sale Financial Assets - -

Income Tax Expense Reported in the Income Statement - -

Pursuant to agreement dated 19 July 2006 entered into with Board of Investment, the imposition, payment and recovery of income tax shall not apply for a period of 5 years from 09 December 2007. This exemption has expired on 09 December 2012.

After the said exemption period, the Company would become liable for income tax at the rate of 10% for a period of 2 years and at the rate of 20% thereafter.

With the commencement of the tax exemption period, the Company was liable to pay income tax on the taxable income derived from other sources excluding from manufacturing operations.

5.3 A Reconciliation between Tax Expense and the Product of Accounting Profit Multiplied by the Statutory Tax Rate for the Years Ended 31 March 2013 and 31 March 2012 are as follows:

2013 2012 LKR LKR Accounting Profit before Income Tax 770,126,110 694,989,784 Exempted Profit (875,118,337) (660,425,755) Aggregate Disallowed Items 742,004,601 - Aggregate Allowable Expenses (230,913,579) - Trading Profit and Other Sources of Income (17,922,733) (34,564,029) Taxable Profits Liable @ 10% 388,176,062 - Taxable Other Sources of Income Liable @ 28% 17,922,733 34,564,029

Statutory Tax Rate - Business Profit 10% - - Trading Profit and Other Sources of Income 28% 28% Current Income Tax Expense 43,835,971 9,677,928

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44 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

5. INCOME TAX (Contd.) 5.4 Deferred Tax 2013 2012 2011 LKR LKR LKR

Balance as at the Beginning of the Year 18,979,577 18,979,577 18,979,577 Provision/(Reversal) Made during the Year - - - Balance as at the End of the Year 18,979,577 18,979,577 18,979,577

Due to the tax exemption period for 5 years commencing w.e.f 10 December 2007, the Deferred Tax has been computed up to 09 December 2007 and the reversal arising has been recognized in the Income Statement. The deferred tax reversal that arises during the tax exemption period amounting to LKR 71,595,544/- was recognized under Retained Earnings in 2007/08.

6 EARNINGS PER SHARE

Basic/Diluted Earnings Per Share is calculated by dividing the net profit/loss for the year attributable to equity holders by the weighted average number of ordinary shares outstanding during the year. The weighted average number of ordinary shares outstanding during the period and the previous period are adjusted for events that have changed the number of ordinary shares outstanding, without a corresponding change in the resources such as a bonus issue.

The following reflects the income and share data used in the Basic Earnings Per Share computations:

Amount Used as the Numerator: 2013 2012 LKR LKR Net Earnings Attributable to Equity Shareholders 724,376,500 685,311,856 Number of Ordinary Shares Used as the Denominator: Number Number Weighted Average Number of Ordinary Shares in Issue 950,086,080 950,086,080

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45A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

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46 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 20137.

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5

11,

703,

409

(

83,6

48)

-

70,

282,

426

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s St

atio

n 3

,728

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5

27,9

18

-

-

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-

-

4

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ould

s an

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ckri

ng E

quip

men

t 3

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-

-

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85

1,7

93,0

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55

396

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(

2,41

7,67

4)

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521,

306

2

,198

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4

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44,5

28

(81

9,71

8)

-

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16,6

97,7

33

As

sets

on

Fina

nce

Leas

es

Pl

ant a

nd M

achi

nery

1

1,52

1,30

6

-

-

(11

,521

,306

) -

-

-

-

-

11,

521,

306

-

-

(1

1,52

1,30

6)

-

- -

- -

To

tal D

epre

ciat

ion

1,8

04,5

32,2

61

396

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(

2,41

7,67

4)

-

2,1

98,6

72,9

23

418

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(

819,

718)

-

2

,616

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47A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

7. PROPERTY, PLANT AND EQUIPMENT (Contd.)

7.3 Net Book Values As at As at As at 31.03.2013 31.03.2012 31.03.2011 At Cost LKR LKR LKR

Freehold Land 132,870,000 132,870,000 132,870,000 Buildings 1,230,621,241 1,237,800,961 1,239,504,063 Plant and Machinery 1,312,971,180 1,378,028,612 1,513,552,848 Electrical Power Installation 504,412,147 537,857,361 572,685,512 Furnace 322,169,632 398,934,363 488,832,484 Motor Vehicles 19,870,055 22,584,423 25,771,477 Tools and Implements 12,821,093 7,791,821 8,366,690 Office Equipment 41,477,147 41,454,624 46,274,440 Gas Station 16,332,400 16,860,318 17,388,236 Moulds and Neckring Equipment 137,400,878 114,173,671 116,704,754 3,730,945,773 3,888,356,154 4,161,950,504

Assets on Finance Leases Plant and Machinery - - 2,813,721 - - 2,813,721

In the Course of Construction Capital Work-in-Progress 3,427,924 37,382,304 17,358,596 Total Carrying Amount of Property, Plant and Equipment 3,734,373,697 3,925,738,457 4,182,122,821

7.4 The Rates of Depreciation is Estimated as follows. 2013 2012 2011

Buildings 2.5% on cost 2.5% on cost 2.5% on cost Plant and Machinery 5.6% & 7.5% on cost 5.6% & 7.5% on cost 7.5% & 10% on cost Electrical Power Installation 4% & 5% on cost 4% & 5% on cost 5% & 15% on cost Furnace - Steel 7.5% on cost 7.5% on cost 7.5% on cost - Refectories 12.5% on cost 12.5% on cost 12.5% on cost Motor Vehicles 7.7% & 15% on cost 7.7% & 15% on cost 15% on cost Tools and Implements 10% on cost 10% on cost 10% on cost Office Equipment 10%, 12.5% & 25% on cost 10%, 12.5% & 25% on cost 10% & 25% on cost Gas Station 2.5% on cost 2.5% on cost 2.5% on cost Moulds and Neckring Equipment Based on usage for Based on usage for Based on usage for production production production

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48 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

7. PROPERTY, PLANT AND EQUIPMENT (Contd.)

7.5 During the year the Company acquired Property, Plant and Equipment to the aggregate value of LKR 227,547,800/- (Year Ended 31 March 2012 - LKR 140,197,603/-) for cash.

7.6 Property, Plant and Equipment includes fully depreciated assets having a gross carrying amount of LKR 71,839,061/- (Year Ended 31 March 2012 LKR 123,124,083/-).

7.7 The cost and accumulated depreciation of Plant & Machinery previously reported under finance lease being transferred to freehold assets category during the year 2012, since lease liability was expired during year 2011.

8. LEASEHOLD PROPERTIES 2013 2012 2011 LKR LKR LKR

Balance at the Beginning of the Year 22,419,830 23,524,910 24,629,990 Amortization during the Year (1,105,080) (1,105,080) (1,105,080) Balance at the End of the Year 21,314,750 22,419,830 23,524,910

9. INVESTMENT PROPERTIES 2013 2012 2011 LKR LKR LKR

Balance at the Beginning of the Year 666,130,000 666,130,000 666,130,000 Classified as held for Sale during the Year (333,000,000) - - Balance at the End of the Year 333,130,000 666,130,000 666,130,000

During the year 2007/2008 the Company relocated its production facility from Rathmalana to Horana. Due to the relocation, the land previously utilized for the production facility has now been classified under Investment Property as per LKAS 40 and the Company has chosen the Cost Model for measurement after initial recognition. No Management decision had been taken on the future intended utilization of this land as at the date of the statement of financial position.

Fair value of the Investment Property as at 31 March 2012 was assessed at LKR 700,000,000/- by Mr. K.T.D. Tissera (Chartered Valuation Surveyor).

9.1 Investment Property Held for Sale 2013 2012 2011 LKR LKR LKR Classified as Held for Sale during the Year* 333,000,000 - - Balance at the End of the Year 333,000,000 - -

*The Company has classified a part of it's land at Rathmalana as held for sale following the subsequent decision to sell it for a Consideration of LKR 355 Mn to M/s Prime Lands (Pvt) Limited.

10. INTANGIBLE ASSETS 2013 2012 2011 LKR LKR LKR Cost Balance at the Beginning of the Year 25,189,128 25,189,128 25,189,128 Addition during the Year - - - Balance at the End of the Year 25,189,128 25,189,128 25,189,128

Amortization and Impairment Balance at the Beginning of the Year 15,743,205 12,594,564 9,445,923 Amortization during the Year 3,148,641 3,148,641 3,148,641 Balance at the End of the Year 18,891,846 15,743,205 12,594,564 Net Book Value 6,297,282 9,445,923 12,594,564

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49A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

11. OTHER FINANCIAL ASSETS AND FINANCIAL LIABILITIES

11.1 Available for Sale Investments 2013 2012 2011 No of Shares LKR No of Shares LKR No of Shares LKR

Quoted Equity Shares 36,064 4,727,990 36,064 4,060,806 18,032 3,097,898 Total Available for Sale Investments 36,064 4,727,990 36,064 4,060,806 18,032 3,097,898

11.2 Interest Bearing Loans and Borrowings 2013 2012 2011 LKR LKR LKR

Syndicated Project Loan (11.3) 946,181,101 1,419,818,185 1,682,464,307 Project Loan (11.4) 165,907,998 330,759,496 443,895,377 Short Term Loans (11.5) 948,229,225 766,188,900 512,500,000 Bank Overdrafts (14.2) 183,191,681 51,484,822 269,837,255 2,243,510,004 2,568,251,404 2,908,696,939 Total Current 1,737,927,949 1,429,350,121 1,217,546,562 Total Non-Current 505,582,055 1,138,901,282 1,691,150,877

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50 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

Le

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13

946

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NOTES to the Financial Statements for the year ended 31st March, 2013

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51A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

11.

OTH

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ASS

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AND

FINA

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As at

01

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1 Ma

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2013

29,1

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73,

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5

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th B

ank

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ject

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n Ju

ne 2

014

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6

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5

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rant

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USD

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4%,

52 m

onth

ly in

stal

lmen

ts

flo

or In

tere

st

of U

SD 3

7,55

8/- e

ach

rate

of 6

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d a

final

inst

allm

ent

& w

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. of

USD

10,

954/

-

01

Aug

ust 2

011

LI

BOR

+ 4%

,

flo

or In

tere

st

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ton

Nati

onal

Ban

k PL

C Pr

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t Loa

n Au

gust

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4 ra

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f 5%

55

mon

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inst

allm

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57

8,98

1

73,

429,

266

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ted

in U

SD

of U

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6,18

6/- e

ach

1

,078

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1

65,9

07,9

98

NOTES to the Financial Statements for the year ended 31st March, 2013

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52 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

11. OTHER FINANCIAL ASSETS AND FINANCIAL LIABILITIES (Contd.)

11.5 Short Term Loans Commercial Standard Bank of Chartered DFCC Peoples' Bank of Ceylon PLC Citibank N.A Bank Bank Bank Ceylon Total LKR LKR LKR LKR LKR LKR LKR As at 01 April 2011 120,000,000 112,500,000 70,000,000 200,000,000 - 10,000,000 512,500,000

New Loans Obtained 400,000,000 1,432,500,000 1,135,000,000 50,000,000 31,188,900 300,000,000 3,348,688,900

Repayments (520,000,000) (1,210,000,000) (805,000,000) (250,000,000) - (310,000,000) (3,095,000,000)

As at 31 March 2012 - 335,000,000 400,000,000 - 31,188,900 - 766,188,900

New Loans Obtained 773,277,353 1,664,500,000 1,147,000,000 400,000,000 - - 3,984,777,353

Repayments (627,048,128) (1,567,500,000) (1,177,000,000) (400,000,000) (31,188,900) - (3,802,737,028)

As at 31 March 2013 146,229,225 432,000,000 370,000,000 - - - 948,229,225

11.6 Fair Values Set out below is a comparison of the carrying amounts and fair values of the Company's financial instruments by classes, that

are not carried at fair value in the financial statements. This table does not include the fair values of non-financial assets and non-financial liabilities.

Carrying Amont Fair Value As at As at 1 April 1 April 2013 2012 2011 2013 2012 2011 LKR LKR LKR LKR LKR LKR Financial Assets Other Receivables A 3,869,910 6,344,542 2,978,199 3,869,910 6,344,542 2,978,199 Trade and Other Receivables B 1,044,786,442 941,754,713 770,412,457 1,044,786,442 941,754,713 770,412,457 Cash and Short Term Deposits B 59,835,826 99,424,499 205,101,327 59,835,826 99,424,499 205,101,327 Total 1,108,492,178 1,047,523,754 978,491,983 1,108,492,178 1,047,523,754 978,491,983

Financial Liabilities Interest Bearing Loans and Borrowings (Non-Current) A 505,582,055 1,138,901,282 1,691,150,877 505,582,055 1,138,901,282 1,691,150,877 Trade and Other Payables B 1,083,355,631 905,265,486 822,962,963 1,083,355,631 905,265,486 822,962,963 Interest Bearing Loans and Borrowings (Current) B 1,737,927,949 1,429,350,121 1,217,546,062 1,737,927,949 1,429,350,121 1,217,546,062

Total 3,326,865,635 3,473,516,889 3,731,659,902 3,326,865,635 3,473,516,889 3,731,659,902

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

A Long-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates, risk characteristics of the financed project etc. As at 31 March 2013, the carrying amounts of such borrowings are not materially different from their calculated fair values.

B Cash and short-term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

NOTES to the Financial Statements for the year ended 31st March, 2013

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53A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

11. OTHER FINANCIAL ASSETS AND FINANCIAL LIABILITIES (Contd.)

11.7 Fair Value Hierarchy For all financial instruments where fair values are determined by referring to externally quoted prices or observable pricing

inputs to models, independent price determination or validation is obtained. In an active market, direct observation of a trade price may not be possible. In these circumstances, the Company uses alternative market information to validate the financial instrument's fair value, with greater weight given to information that is considered to be more relevant and reliable.

Fair value are determined according to the following hierarchy.

Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2: Other valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable,

either directly or indirectly. Level 3: Valuation techniques which use inputs that have a significant effect on the recorded fair value that are not based on

observable market data. As at 31 March 2013, the Company held the following financial instruments carried at fair value on the statement of financial

position.

Assets Measured at Fair Value 2013 Level 1 Level 2 Level 3 LKR LKR LKR LKR Available for Sale Financial Assets Quoted Equity Shares 4,727,990 4,727,990 - - Total Assets 4,727,990 4,727,990 - -

During the reporting period ending 31 March 2013, there were no transfers between Level 1 and Level 2 fair value measurements.

12. INVENTORIES 2013 2012 2011 LKR LKR LKR

Raw Materials 284,454,959 352,987,906 329,039,140 Work in Progress 9,208,907 20,236,991 11,571,481 Finished Goods 900,178,984 453,921,992 219,932,355 Consumables and Spares 378,142,657 326,935,433 250,291,887 Stock in transit 1,997,676 - - Less: Allowance for obsolete and slow moving inventory (10,360,206) (4,812,327) (4,812,327) Total Inventories at the Lower of Cost and Net Realizable Value 1,563,622,977 1,149,269,995 806,022,536

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54 A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

NOTES to the Financial Statements for the year ended 31st March, 2013

13. TRADE AND OTHER RECEIVABLES 2013 2012 2011 LKR LKR LKR

Trade Receivables 1,011,387,967 905,947,648 761,525,593 Less : Provision for Impairments (17,421,816) (30,248,870) (29,374,961) 993,966,151 875,698,778 732,150,632 Other Receivables 3,250,902 6,077,696 2,865,466 Advances 41,527,052 53,916,190 32,006,922 Loans to Company Officers 9,912,247 12,406,591 6,367,635 1,048,656,352 948,099,255 773,390,655 Total Current 1,044,786,442 941,754,713 770,412,456 Total Non-Current 3,869,910 6,344,542 2,978,199

Trade receivables are non-interest bearing and are generally on terms of 45 days.

As at 31 March, the ageing analysis of trade receivables is as follows:

Past Due and Impaired Neither Past Due nor <60 61-120 121-180 >180 Total Impaired Days Days Days Days LKR(Mn) LKR(Mn) LKR(Mn) LKR(Mn) LKR(Mn) LKR(Mn) 2013 1,011 909 61 20 9 12

2012 906 791 61 18 10 26

As at 1 April 2011 761 637 80 16 5 23 See Note 24 on credit risk of trade receivables, which discusses how the Company manages and measures credit quality of trade

receivables that are neither past due nor impaired.

14. CASH AND SHORT TERM DEPOSITS 2013 2012 2011 LKR LKR LKR14.1 Favourable Cash and Cash Equivalent Balances Cash and Bank Balances 59,835,826 99,424,499 205,101,327 59,835,826 99,424,499 205,101,327 14.2 Unfavourable Cash and Cash Equivalent Balances Bank Overdraft (11.2) (183,191,681) (51,484,822) (269,837,255) Cash and Cash Equivalents for the Purpose of Cash Flow Statement (123,355,855) 47,939,677 (64,735,928)

15. STATED CAPITAL 2013 2012 2011 2013 2012 2011 Number Number Number LKR LKR LKR 15.1 Ordinary Shares 950,086,080 950,086,080 950,086,080 1,526,407,485 1,526,407,485 1,526,407,485

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NOTES to the Financial Statements for the year ended 31st March, 2013

15. STATED CAPITAL (Contd.)

15.2 Rights, Preference and Restrictions of Classes of Capital The holders of ordinary shares confer their right to receive dividends as declared from time to time and are entitled to one vote

per share at a meeting of the Company. All shares rank equally with regard to the Company's residual assets.

16. OTHER RESERVES 2013 2012 2011 LKR LKR LKR

Revaluation Reserve (16.1) 682,021,019 682,021,019 682,021,019 Available for Sale Reserve 4,466,631 3,799,447 2,836,539 686,487,650 685,820,466 684,857,558

16.1 Revaluation reserve consists of net surplus resulting from the revaluation of property, plant and equipment before the date of transition to SLFRS.

17. EMPLOYEE BENEFIT LIABILITY 2013 2012 2011 LKR LKR LKR

17.1 Net Benefit Expense Current Service Cost 6,346,519 8,979,804 1,994,481 Interest Cost on Benefit Obligation 10,552,894 9,954,323 8,692,522 Net Actuarial (Gain) / Loss (2,819,499) 2,623,801 4,647,517 14,079,914 21,557,928 15,334,520

17.2 Defined Benefit Obligation Changes in the present value of the defined benefit obligation are as follows:

Defined Benefit Obligation as at 1 April 105,528,939 99,543,230 86,925,218 Charge for the Year 14,079,914 21,557,928 15,334,520 Benefits Paid (7,610,021) (15,572,219) (2,716,508) Defined Benefit Obligation as at 31 March 111,998,832 105,528,939 99,543,230

17.3 Messrs. K. A. Pandit, Actuaries, carried out an actuarial valuation of the defined benefit plan - gratuity as of 31 March 2013. Appropriate and compatible assumptions were used in determining the cost of retirement benefits. The principal assumptions used as at 31.03.2013 are as follows:

31.03.2013 31.03.2012 31.03.2011 Method of actuarial valuation: Projected Projected Projected Unit Credit Unit Credit Unit Credit method method method Discount rate: 11% 10% 10% Future salary increases: 8.5% + 8.5% + 8.5% + salary scales salary scales salary scales

Retirement age: 55 Years 55 Years 55 Years

Mortality table: LIC LIC LIC (1994-96) (1994-96) (1994-96) Ultimate Ultimate Ultimate Mortality Table Mortality Table Mortality Table

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NOTES to the Financial Statements for the year ended 31st March, 2013

2013 2012 201118.1 Trade Payables to Related Party LKR LKR LKR Relationship

Piramal Glass Limited - India Parent Company 59,279,157 67,052,052 22,660,002

18.2 Other Payables to Related Party Relationship

Piramal Glass Limited - India Parent Company 474,152,701 277,645,373 332,912,213

19. DIVIDENDS PAYABLE 2013 2012 2011 LKR LKR LKR Unclaimed Dividends 18,538,805 10,068,288 3,952,361 18,538,805 10,068,288 3,952,361

17. EMPLOYEE BENEFIT LIABILITY (Contd.)

17.4 Sensitivity of Assumptions Employed in Actuarial Valuation The following table demonstrates the sensitivity to a reasonable possible change in the key assumptions employed with all

other variables held constant in the employment benefit liability measurement, in respect of the year 2013.

The sensitivity of the income statement and statement of financial position is the effect of the assumed changes in discount rate and salary increment rate on the profit or loss and employment benefit obligation for the year is as follows.

2013

Increase/(Decrease) Increase/(Decrease) Effect on Income Effect on in Discount Rate in Salary Increment Statement Employee Benefit

Liability LKR LKR

1% - (8,267,675) (8,267,675) -1% - 20,542,555 20,542,555 1% (20,636,079) (20,636,079) - -1% 8,088,310 8,088,310 -

18. TRADE AND OTHER PAYABLES 2013 2012 2011 LKR LKR LKR

Trade Payable - Related Party (18.1) 59,279,157 67,052,052 22,660,002 - Others 281,943,759 368,352,613 270,411,629 Other Payables - Related Party (18.2) 474,152,701 277,645,373 332,912,213 Sundry Creditors including Accrued Expenses 267,980,014 192,215,449 196,979,118 1,083,355,631 905,265,486 822,962,963 Trade payables are non-interest bearing and are normally settled on 30-60 day terms.

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NOTES to the Financial Statements for the year ended 31st March, 2013

20. RELATED PARTY DISCLOSURES During the year the Company has entered into transactions with the following Related Parties. The material transactions have

been disclosed below.

20.1 Transaction with Group Companies Name of the Company Relationship Piramal Glass Limited - India Parent Company

2013 2012 2011 LKR LKR LKR Nature of Transactions Purchasing of Bottles 164,108,784 221,910,963 57,777,245 Purchasing of Moulds - - 3,789,077 Technical Fees 258,516,301 235,317,114 205,188,048

The amounts payable to the above related party as at 31 March 2013, 31 March 2012 and 31 March 2011 are disclosed in Notes 18.1 and 18.2.

20.2 Transactions with Directors/Key Management Personnel * 2013 2012 2011 Emoluments and Fees Including Other Benefits 53,929,605 43,909,549 34,868,549 Total Compensation paid to Key Management Personnel 53,929,605 43,909,549 34,868,549

* Key Management personnel include the Board of Directors and the Chief Executive Officer of the Company.

21. COMMITMENTS AND CONTINGENCIES 21.1 Capital Expenditure Commitments The Company does not have significant capital commitments as at the reporting date. 21.2 Contingent Liabilities There are no significant contingent liabilities as at the reporting date.

22. ASSETS PLEDGED The following assets have been pledged as security for liabilities.

Carrying Amount Pledged Nature of Assets Nature of Liability 2013 2012 2011 Included under LKR LKR LKR Mn. Mn. Mn.

Immovable Properties First/Secondary Mortgage 3,415 3,832 4,249 Property, Plant for Loans and Borrowings & Equipment 3,415 3,832 4,249

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NOTES to the Financial Statements for the year ended 31st March, 2013

23. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

23.1 The Board of Directors of the Company has proposed the first and final dividend of LKR 0.38 cents per share for the financial year ended 31 March 2013.

23.2 The Company has agreed to sell a part of it's land at Rathmalana for a Consideration of LKR 355 Mn to M/s Prime Lands (Pvt) Limited.

24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

24.1 Introduction Risk is inherent in Company's business activities, but is managed through a process of ongoing identification, measurement

and monitoring, subject to risk limits and other controls. The Board of Directors of the Company places special consideration on the management of such risks. The Company is mainly exposed to;

a. Market risk b. Interest rate risk c. Exchange rate risk d. Commodity price risk e. Equity price risk f. Credit risk g. Liquidity risk

24.1.1 Market Risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in

market prices. Market prices comprise four types of risk: interest rate risk, exchange rate risk, commodity price risk and other price risks, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, available-for-sale investments and derivative financial instruments.

Financial risk management is carried out by Piramal Glass Ceylon PLC Finance Division under policies approved by the Board of Directors which set out the principles and procedures with respect to risk tolerance, delegated authority levels, internal controls, management of foreign currency, interest rate and counterparty credit exposures and the reporting of exposures.

The overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential

adverse effects on the entity’s financial performance.

24.1.2 Interest Rate Risk

Interest rate risk is the risk that the entity’s financial position will be adversely affected by movements in floating interest. All of the entity’s interests are linked to variable rates.

The entity exposure to interest rate risk is minimised by maintaining an appropriate mix between Rupee borrowings & Dollar borrowing. The fluctuating rate variance of Rupee borrowing is minimised by the LIBOR linked Dollar borrowing whilst the Exchange exposure of the Dollar loan is minimised by the Rupee loan.

2013 Increase/(Decrease) Effect on Income in Interest Rate Statement LKR 1% (25,470,000) -1% 25,470,000

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NOTES to the Financial Statements for the year ended 31st March, 2013

24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)

24.1.3 Exchange Rate Risk Exchange risk arises out of the commercial transactions that the entity enters into outside Sri Lanka. The major part of the

foreign transactions is dealt with US Dollars. The company has a natural hedging by way of its operational transactions as the inflow of foreign currency thru export sale off sets the import cost and the US dollar loan Instalement and interest.

The sensitivity of the income statement and statement of financial position is the effect of the assumed changes in exchange rate on the profit or loss and long term foreign currency borrowings for the year is as follows.

2013

Increase/(Decrease) Effect on Income Effect on Statement in Exchange Rate Statement of Financial Position LKR LKR

1% (6,800,000) (6,800,000) -1% 6,800,000 6,800,000

24.1.4 Commodity Price Risk The Entity is affected by the availability & price of certain commodities. The main impact for Piramal Glass Ceylon PLC is through

energy & Imported Raw Material. The imported Raw material price risk is mitigated through long term agreements & central purchasing done by Piramal Group Procurement division. The energy cost consists of LPG, Furnace oil & Electricity.

In managing the commodity price risk part of the cost increases are passed on to the customer through the annual price increases.

24.1.5 Equity Price Risk The key objectives of the entity when managing capital is to safeguard its ability to continue as a going concern and maintain

optimal returns to shareholders and benefits for other stakeholders.

During the past years the management has tried its best to maintain a steady percentage of payout as its dividend.

24.1.6 Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily for trade receivables).

The company minimises its credit risk towards its customers by having agreements with customers and having high level scrutiny before converting a cash customer to a credit customer. Also the company adheres to the policy of obtaining guarantees from new customers as the requirement may seem fit.

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NOTES to the Financial Statements for the year ended 31st March, 2013

24. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)

24.1.7 Liquidity Risk

Liquidity risk arises from the financial liabilities of the entity and the entity’s subsequent ability to meet their obligation to repay their financial liabilities as and when they fall due.Liquidity risk management involves maintaining available funding and ensuring the entity has access to an adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, Piramal Glass Ceylon PLC Finance Division aims to maintain flexibility within the funding structure through the use of bank overdrafts, Short Term loans, Letter of Credit & Guarantees.

Entity manages this risk via maintaining an undrawn committed liquidity at any given moment that can be drawn upon at short notice to meet any unforeseen circumstance.

The company also regularly performs a comprehensive analysis of all cash inflows and outflows that relate to financial assets and liabilities.

Below table illustrates the maturity periods of liabilities.

Type of Loans 1 - 6 6 - 12 1 - 5 Total Months Months Years LKR LKR LKR LKR

Syndicated loans (USD) 151,362,841 151,362,841 210,892,105 513,617,788

Syndicated loans (LKR) 81,222,311 81,222,311 270,118,691 432,563,313

Project loans (USD) 56,085,031 56,085,030 24,571,259 136,741,321

Project loans (LKR) 25,000,003 4,166,674 - 29,166,677

Short Term Loans 948,229,225 - - 948,229,225

Bank Overdrafts 183,191,681 - - 183,191,681

1,445,091,092 292,836,857 505,582,055 2,243,510,004

24.2 Capital Management

The Company monitors the adequacy of capital structure of the company. In determining the capital structure, the Board of Directors is concerned about the controlling interest of the Parent, Piramal Glass Limited - India. The objective of the Company is to maintain a balance between access to funds and flexibility through borrowed funds (long term loans, short term loans and bank overdrafts) rather than using equity funding. Access to source of funds is sufficiently available and financing for operational purposes has already been secured.

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61A n n u a l R e p o r t 2 0 1 2 / 2 0 1 3

1. STOCK EXCHANGE LISTING Issued Ordinary Shares of Piramal Glass Ceylon PLC are listed with Colombo Stock Exchange of Sri Lanka.

2. SHARE PRICE Market price per share for the year 2012/13 Date 2011/12 Date Highest Price LKR 6.70 26.09.2012 LKR 12.30 04.04.2011 Lowest Price LKR 4.80 07.06.2012 LKR 5.6 22.03.2012 Closing Price LKR 6.10 LKR 6.10

3. ORDINARY SHAREHOLDERS AS AT 31ST MARCH From To No. of Holders No. of Shares % 2013 2012 2013 2012 2013 2012 1 1,000 3,042 3,047 1,520,970 1,601,893 0.16 0.17 1,001 10,000 9,239 9,582 28,556,933 29,851,925 3.01 3.14 10,001 100,000 1,434 1,469 47,190,774 47,972,904 4.97 5.05 100,001 1,000,000 271 287 71,778,123 78,629,164 7.55 8.28 Over 1,000,000 41 38 801,039,280 792,030,194 84.31 83.36 14,027 14,423 950,086,080 950,086,080 100.00 100.00

2013 2012 2013 2012 2013 2012 Local Individuals 13,650 14,049 211,546,822 228,903,646 22.27 24.09 Local Institutions 278 285 181,394,925 173,414,781 19.09 18.25 Foreign Individuals 90 84 4,283,883 3,973,873 0.45 0.42 Foreign Institutions 9 5 552,860,450 543,793,780 58.19 57.24 14,027 14,423 950,086,080 950,086,080 100.00 100.00 Percentage of Share held by the public 43.54% 43.54%

4. MAJOR SHAREHOLDERS AS AT 31ST MARCH 2013 2012 Name of Shareholder No. of Shares % No. of Shares % 01. Piramal Glass Limited 536,331,880 56.45 536,331,880 56.45 02. Employees Provident Fund 90,317,140 9.50 38,999,442 4.11 03. Mr. M.M Udeshi 54,251,872 5.71 54,230,100 5.71 04. DFCC BANK A/c 1 11,290,852 1.19 21,790,852 2.29 05. Mr.G.Dangampola and Mrs. N. P. Dangampola 10,280,007 1.08 10,280,000 1.08 06. J.B.Cocoshell (Pvt)Ltd 8,219,405 0.87 - - 07. DFCC Vardhana Bank PLC/Mr.A.J. Tissera 7,557,038 0.80 11,531,900 1.21 08. AVIVA NDB Insurance PLC A/c No. 07 6,408,700 0.68 6,208,700 0.65 09. Bangkok Glass Industry Company Ltd 6,280,000 0.66 6,280,000 0.66 10. CITI Bank NY S/A Forward select EM Dividend Fund 6,000,000 0.63 - - 11. Mr.M.K.Chandrasiri 5,000,000 0.53 5,000,000 0.53 12. Alpex Marine (Pvt)Ltd 5,000,000 0.53 5,000,000 0.53 13. Hatton National Bank PLC A/c NO. 04 (HNB Retirement Pension Fund) 3,917,091 0.41 - - 14. Employees Trust Fund Board 3,611,041 0.38 3,611,041 0.38 15. Bank of Ceylon No. 01 A/c 3,288,600 0.35 2,288,600 0.24 16. Mr.N Perera 3,017,000 0.32 3,000,000 0.32 17. Mr. U.P.Pushparaj 2,500,000 0.26 2,003,000 0.21 18. The Ceylon Chamber of Commerce A/c No. 02 2,341,100 0.25 - - 19. Merchant Bank of Sri Lanka PLC A/c No. 01 2,086,300 0.22 - - 20. Seylan Bank PLC/Arunasalam Sithampalam 2,012,885 0.21 2,012,885 0.21 DFCC Vardhana Bank PLC/Mr.R.F.T Perera - - 45,350,000 4.77 Mr.C.S.J Perera - - 8,200,000 0.86 DFCC Vardhana Bank PLC/D.N.Hundlani & R.M.Hundlani - - 2,200,000 0.23 Amana Takaful PLC - - 1,899,471 0.20 Commercial Bank Of Ceylon PLC/ V Saraswathy - - 1,894,128 1.20 Sub Total 769,710,911 81.01 768,111,999 80.85 Others 180,375,169 18.99 181,974,081 19.15 Grand Total 950,086,080 100.00 950,086,080 100.00

SHAREHOLDERS’ and Investor Information

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31st March 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LKR.’000 LKR.’000 LKR.’000 LKR.’000 LKR.’000 LKR.’000 LKR.’000 LKR.’000 LKR.’000 LKR.’000TRADING RESULTSRevenue 1,261,291 1,274,173 1,555,783 1,857,186 2,014,128 2,936,155 3,518,763 4,163,266 5,197,424 5,500,908Profit/(Loss) before Tax 159,752 338,558 272,558 184,082 49,174 (261,250) (61,092) 591,953 694,990 770,126Tax Expense/(Reversal) 46,948 106,547 102,458 80,076 14,031 (314) - 13,279 9,678 45,750Profit/(Loss) after Tax 112,804 232,011 170,129 104,006 35,142 (260,935) (61,092) 578,674 685,312 724,377

SHARE CAPITAL AND RESERVESShare Capital 277,108 554,217 554,217 554,217 - - - - - -Share Premium 497,148 220,039 220,039 220,039 - - - - - -Stated Capital - - - - 1,526,407 1,526,407 1,526,407 1,526,407 1,526,407 1,526,407Other Reserves 47,801 163,427 251,569 338,949 933,730 749,651 688,558 1,318,396 1,719,644 2,102,657

Shareholders’ Funds 822,057 937,683 1,025,825 1,113,205 2,460,137 2,276,058 2,214,965 2,844,803 3,246,051 3,629,064

ASSETS LESSLIABILITIES

Current Assets 599,861 667,724 774,195 1,188,304 1,462,651 1,747,296 1,824,274 1,808,489 2,220,006 3,006,918Current Liabilities (257,760) (355,987) (466,535) (636,205) (1,947,622) (2,786,489) (2,706,548) (2,044,461) (2,344,684) (2,845,007)

Net Current Assets(Liabilities) 342,101 311,737 307,660 552,099 (484,971) (1,039,193) (882,274) (235,972) (124,678) (161,911) Non-Current Assets 848,040 1,038,296 1,001,577 1,194,012 4,888,629 5,279,281 4,977,112 4,890,448 4,634,140 4,103,714

Total Assets Less Current Liabilities 1,190,141 1,350,033 1,309,237 1,746,111 4,403,658 4,240,088 4,094,838 4,654,476 4,509,461 4,265,625

Non-Current Liabilities (368,084) (412,350) (283,413) (632,906) (1,943,521) (1,964,031) (1,879,873) (1,809,674) (1,263,410) (636,560)

Net Assets 822,057 937,683 1,025,825 1,113,205 2,460,137 2,276,057 2,214,965 2,844,803 3,246,051 3,629,064

Ratios & Other Information

Earnings/(Loss) Per Share 2.04 0.45 0.31 0.17 0.05 (0.27) (0.06) 0.61 0.72 0.76Dividend Per Share 3.60 0.18 0.15 0.03 0.15 0.02 - - 0.30 0.36Market value per share 27.00 47.75 2.50 2.50 2.00 1.30 2.20 11.10 6.10 6.10Price Earning Ratio 13.24 11.40 8.06 14.71 40.00 (4.81) (36.66) 18.20 8.47 8.03Interest Cover 7.00 13.56 9.57 8.06 1.22 0.60 0.89 2.93 4.09 3.81Current Ratio 2.33 1.88 1.66 1.87 0.75 0.63 0.67 0.88 0.95 1.06Liquid Ratio 1.32 1.01 0.93 1.29 0.51 0.35 0.40 0.49 0.46 0.51Total Debt/Total Assets 0.43 0.45 0.43 0.53 0.61 0.68 0.67 0.58 0.53 0.49Gearing Ratio 0.20 0.20 0.07 0.41 0.96 1.25 1.18 0.75 0.54 0.31Net Asset per share 29.66 16.92 1.85 2.01 2.59 2.40 2.33 2.99 3.42 3.82

Note: Ten years financial information and ratios have been restated / recalculated for the year ended 31st of March 2011 and 2012 as per the revised SLFRS Financial Statements.

TEN Year Financial Review

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Earnings/(Loss) Per share : Net Profit After Taxation / Number of Shares

Dividend Per share : Dividends paid during the year / Number of Shares

Price Earning Ratio : Market Value as at year end / Earning Per Share

Interest Cover : Profit Before Interest / Interest

Current Ratio : Current Asset / Current Liabilities

Liquid Ratio : (Current Asset - Stocks) / Current Liabilities

Total Debt/Total Assets : Total Liabilities / Total Assets

Gearing Ratio : Total Long Term Loans / Shareholders’ Fund

Net Asset per share : Shareholders’ Funds / Number of Shares

GLOSSARY of Financial Terminology

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NOTICE of Meeting

NOTICE IS HEREBY GIVEN that the Fifty Eighth (58th) Annual General Meeting of the Company will be held on the 15th of July 2013, at 11.00 am at Mount Lavinia Hotel, 100, Hotel Road, Mount Lavinia for the following purposes.

1. To receive and consider the Annual Report of the Board and the Financial Statements of the Company for the year

ended 31st March 2013, together with the Report of the Auditors thereon.

2. To re-appoint Messrs, Ernst & Young, Chartered Accountants as Auditors of the Company until the next Annual General

Meeting and to authorize the Directors to fix their remuneration.

3. To re-elect as a Director Mr. S.U. Arora who retires by rotation in terms of Article 98 of the Articles of Association of

the Company and being eligible has offered himself for re-election.

4. To re-elect as a Director Mr. R. M. S. Fernando, who attained the age of 70 years on 29th September 2012 and retires

pursuant to section 210 of the Companies Act. No. 07 of 2007 and to resolve that the age limit of 70 years referred to

in Section 210 of the Companies Act No. 07 of 2007 shall not be applicable to Mr. R. M. S. Fernando.

5. To approve and declare a final dividend of LKR 0.38 per share as authorised by the directors.

6. To approve the donations and contributions made by the Directors during the year under review and to authorise the

Board to determine donations and contributions for the ensuing year.

Note:

Any shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him.

A proxy need not be a shareholder. Instruments appointing proxies must be lodged with the Company not less than 48 hours before the meeting.

By Order of the Board

Ms. Sagarika JayasunderaCOMPANY SECRETARYPIRAMAL GLASS CEYLON PLC.148, Maligawa Road, Borupana, Ratmalana.

Colombo on this 14th day of May 2013.

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4. Name of Proxy Holder

Being a member/members of the Piramal Glass Ceylon PLC hereby appoint:

ANNUAL GENERAL MEETING

2. National Identity Card Number of Shareholder

3. Address of Shareholder

5. National Identity Card Number of Proxy Holder

1. Full Name of Shareholder

“Failing him, Mr.Vijay Shah, the Chairman of Piramal Glass Ceylon PLC, or failing him, Dr.C.T.S.B.Perera or failing him, Mr.R.M.S. Fernando or failing him, Mr. S.U.Arora or failing him, Mr.Sanjay Tiwari as my/our proxy to speak/vote for me/us on me/our behalf at the 58th Annual General Meeting of the Company to be held on the 15th of July 2013 at 11:00 a.m Mount Lavinia Hotel and at any adjournment thereof and at every poll which may be taken in connection with such meeting and to vote as indicated below.”

1. To receive and consider the Annual Report of the Board and the Financial Statements of the Company for the year ended 31st March 2013, together with the Report of the Auditors thereon.

2. To re-appoint Messrs, Ernst & Young, Chartered Accountants as Auditors of the Company until the next Annual General Meeting and to authorize the Directors to fix their remuneration.

3. To re-elect as a Director Mr. S.U. Arora who retires by rotation in terms of Article 98 of the Articles of Association of the Company and being eligible has offered himself for re-election.

4. To re-elect as a Director Mr. R. M. S. Fernando, who attained the age of 70 years on 29th September 2012 and retires pursuant to section 210 of the Companies Act. No. 07 of 2007 and to resolve that the age limit of 70 years referred to in Section 210 of the Companies Act No. 07 of 2007 shall not be applicable to Mr. R. M. S. Fernando.

5. To approve and declare a final dividend of LKR 0.38 per share as authorised by the directors.

6. To approve the donations and contributions made by the Directors during the year under review and to authorise the Board to determine donations and contributions for the ensuing year.

ATTENDANCE SLIP

SHAREHOLDER - PLACE YOUR SIGNATURE ONLY IN THE SPACE PROVIDED PROXYHOLDER - PLACE YOUR NAME, NIC NO., SIGNATURE IN THE SPACE PROVIDED

SIGNATURE SHAREHOLDER

SIGNATURE PROXYHOLDER

PROXYHOLDER’S FULL NAME

PROXYHOLDLER’S NIC NUMBER

Important: Please bring your National Identity Card when you attend the Meeting.

FORM of Proxy

6. Address of Proxy Holder

7. Number of Shares held Central Depository System Non Central Depository System

8. Signature of Shareholder

Date

For Against

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A Proxy need not be a member of the Company.

INSTRUCTIONS FOR THE COMPLETION OF THE FORM OF PROXY

Shareholders are requested to:

1. Forward the completed form of proxy to the Registered Office of the Company, Piramal Glass Ceylon PLC at No.148,

Maligawa Road, Borupana, Ratmalana, not less than 48 hours before the time appointed for the holding of the

meeting.

2. Perfect the form of proxy by filling in all necessary details legibly, signing and dating.

3. Complete the form in capital letters.

If the Shareholder is a Company or a Corporate body the form of the proxy should be executed under the common

seal in accordance with its Articles of Association.

FORM of Proxy

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Piramal Glass Factory Locations

Sri LankaWagawatte Road, Poruwadanda, Horana.Telephone: +94 344 938 965-67 +94 347 800 200Fax:+94 342 258 120

Marawila Road, Nattandiya.Telephone: +94 327 800 200-4Fax:+94 322 255 193

India Piramal Glass Ltd, ONGC Road., Tarsadi Village,Kosamba (R.S.), Dist. Surat, PIN 394120 India

Piramal Glass Ltd, Gajera Road, Uchhad Village, Jambusar, Dist.Bharuch, PIN 392150 India

USAFlat River Glass, 1000 Taylor Avenue, Park Hills, Missouri, MO 63601, USA

PGI Decora, 918E, Malaga Road, Williamstown,NJ 08094, USA

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